Common use of Remedies; Priorities Clause in Contracts

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, do one or more of the following, in each case subject to Section 5.05: (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 2/3% of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, hereof may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Holders of the Notes and the NoteholdersCredit Enhancer; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Principal Balances of the Notes and the Credit Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy Credit Enhancement Instrument and any other amounts due the Credit Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, and of the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Principal Balances of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:the

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, hereof may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Holders of the Notes and the NoteholdersCredit Enhancer; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Principal Balances of the Notes and the Credit Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy Credit Enhancement Instrument and any other amounts due the Credit Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, and of the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Principal Balances of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall so long as an Event of Servicer Termination has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing Servicing of the Mortgage Loans by the Master Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, Trustee may do one or more of the following, in each case following (subject to Section Sections 5.02 and 5.05:): (i) institute Proceedings in its own name and and/or as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Owner Trust Estate; (iii) exercise any remedies of a secured party under the UCC and any other remedy available to the Indenture Trustee and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and on behalf of the NoteholdersNoteholders under this Indenture; and (iv) sell the Owner Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Owner Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the NotesOutstanding Amount consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders and Certificateholders are sufficient to discharge in full all amounts then due and unpaid upon the such Notes and Certificates for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans Owner Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes and Certificates as they would have become due if the Notes and Certificates had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 2/3100% of the aggregate Note Balance of the NotesOutstanding Amount. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain and relyobtain, at the expense of the Issuer, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article VArticle, it shall pay out such the money or property in the following orderorder and priority: (i) on a pro rata basis, to the Indenture Trustee, the Securities Intermediary, the Delaware Trustee and the Owner Trustee, any amounts due under the Trust Agreement or Section 6.07 hereof; (ii) to the Servicer, for amounts due and unpaid in respect of Outstanding Advances under the Sale and Servicing Agreement; (iii) to the Servicer, for amounts due and unpaid in respect of the Total Servicing Fee under the Sale and Servicing Agreement; (iv) to the Asset Representations Reviewer, any amounts due under the Asset Representations Review Agreement that were not previously paid; (v) to the Noteholders of the Notes of each Class, the Note Interest Distributable Amount ratably in proportion to the Note Interest Distributable Amount for each Class at their respective Interest Rates; (vi) to the Noteholders of Class A-1 Notes, the Outstanding Amount of the Class A-1 Notes, until the Class A-1 Notes are paid in full; (vii) to the Noteholders of the Class A-2, Class A-3 and Class A-4 Notes, pro rata in proportion to the Outstanding Amount of each such Class, until the Class A-2, Class A-3 and Class A-4 Notes are paid in full; (viii) to the Certificate Distribution Account for distribution to the Certificateholders, the Certificate Interest Distributable Amount; (ix) to the Certificate Distribution Account for distribution to the Certificateholders, the outstanding principal amount of the Trust Certificates; and (x) to the Seller, any remaining amount. The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the record date, the payment date and the amount to be paid.

Remedies; Priorities. (a) If an Event of Default shall have has occurred and be is continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, 11.16 may with the written consent of the Enhancer mayCredit Enhancer, or, and at the written direction of the Enhancer, Credit Enhancer shall, do one or more any of the following, in each case following (subject to Section 5.05:5.11): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect theretoIndenture, whether by declaration or otherwise, and all amounts payable under the Insurance Sale and Servicing Agreement, and enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Credit Enhancer, and the Noteholders; (iv) exercise all rights of the Issuer in connection with the Purchase Agreement and the Sale and Servicing Agreement against the Sponsor, the Depositor, or the Master Servicer or otherwise; and (ivv) sell the Trust Estate or any portion thereof of the Collateral or rights or interest thereininterests in it as directed by the Credit Enhancer, at one or more public or private sales called and conducted in any manner permitted by law; provided. However, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, Default unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Credit Enhancer and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the Notes, (B) the proceeds of such the sale or liquidation distributable to the Noteholders and the Credit Enhancer are sufficient to discharge in full all amounts then due and unpaid upon on the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy unreimbursed Credit Enhancer Draw Amounts and any other amounts due the Credit Enhancer under the Insurance Agreement Agreement, or (C) the Indenture Trustee determines that the Mortgage Loans Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Credit Enhancer and the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Outstanding Amount of the Notes. In determining such the sufficiency or insufficiency with respect to under clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such the proposed action and as to the sufficiency of the Trust Estate Collateral for such the purpose. Notwithstanding If a Credit Enhancer Defaults exists at the foregoing, provided that a Servicing Default shall not have occurred, time any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall consent is required or direction may be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to given under this Section 5.04(a5.05(a), the Indenture Trustee shall, for so long as any principal consent or accrued interest on direction shall be by Holders representing at least 662/3% of the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under Outstanding Amount instead of by the Policy in accordance with its termsCredit Enhancer. (b) If the Indenture Trustee collects any money or property pursuant to under this Article VArticle, it shall pay out such the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, do one or more of the following, in each case subject to Section 5.05: (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 2/3% of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order: FIRST: to the Indenture Trustee for amounts due under Section 6.07; SECOND:to the Noteholders for amounts due and unpaid on the related Notes for interest, including accrued and unpaid interest on the Notes for any prior Payment Date, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for interest from amounts available in the Trust Estate for such Noteholders, but excluding any Interest Shortfalls; THIRD: to the Noteholders for amounts due and unpaid on the related Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal, from amounts available in the Trust Estate for such Noteholders, until the respective Note Balances of such Notes have been reduced to zero;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, hereof may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Holders of the Notes and the NoteholdersNote Insurer; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the EnhancerHolders of 100% of the aggregate Principal Balances of the Notes and the Note Insurer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Enhancer Note Insurer for any amounts drawn under the Note Insurance Policy and any other amounts due the Enhancer Note Insurer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the EnhancerNote Insurer, which consent will not be unreasonably withheld, and of the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Principal Balances of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall so long as an Event of Servicer Termination has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing Servicing of the Mortgage Loans by the Master Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, hereof may with the written consent of the Credit Enhancer may(so long as no Credit Enhancer Default exists), or, or shall at the written direction of the Enhancer, shallCredit Enhancer (so long as no Credit Enhancer Default exists), do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, Agreement enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; andHolders of the Notes; (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Credit Enhancer, which or if a Credit Enhancer Default has occurred and is continuing, the consent will not be unreasonably withheld, and of the Noteholders Holders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation Sale distributable to Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy Credit Enhancement Instrument and any other amounts due the Credit Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Home Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the EnhancerCredit Enhancer (so long as no Credit Enhancer Default exists), which consent will not be unreasonably withheld, ; provided further that the Indenture Trustee shall not sell or otherwise liquidate the Trust Estate if the proceeds of such sale or liquidation will not be sufficient to discharge in full all amounts then due and unpaid upon the Noteholders Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Credit Enhancement Instrument and any other amounts due the Credit Enhancer under the Insurance Agreement unless the Indenture Trustee obtains the consent of the Holders of 66 2/3% of the aggregate Note Balance of the NotesNotes with the consent of the Credit Enhancer (so long as no Credit Enhancer Default exists), or the Credit Enhancer (so long as no Credit Enhancer Default exists). In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that so long as a Servicing Default shall has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Home Loans by the Master Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:: FIRST: to the Indenture Trustee for all amounts due under Section 6.07 herein; SECOND: to the Holders of the Notes for amounts due and unpaid on the Notes for interest, according to the order and priority set forth in Section 3.05(a)(ii) from amounts available in the Trust Estate for such Noteholders; THIRD: on a pro rata basis, to Holders of the Notes for amounts due and unpaid on the Notes for principal, from amounts available in the Trust Estate for such Noteholders, according to the amounts due and payable on the Notes for principal, until the related Note Balances of the Notes are reduced to zero;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingresulted in the acceleration of the Notes, the Indenture Trustee shall make payments as set forth in Section 5.04(b) of this Indenture, rather than pursuant to Section 5.06(a) of the Sale and Servicing Agreement. (b) Notwithstanding the provisions of Section 5.06(a) of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been accelerated, it shall make the following deposits and distributions on such Distribution Date, to the extent of Available Amounts on deposit in the Collection Account for such Distribution Date, in the following order of priority: (1) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to this Indenture and the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days; (2) to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days; (3) to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods; (4) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2a Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2b Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class; (5) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, and then to the Class A-2a Noteholders, the Class A-2b Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each such Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes; and (6) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. (c) If the Indenture Trustee, subject to as a result of the provisions operation of Section 10.17 hereof5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee. (d) In accordance with Section 5.03(c), if an Event of Default shall have occurred and resulted in the written consent acceleration of the Enhancer mayNotes, or, at the written direction of the Enhancer, shall, Indenture Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders, including electing to maintain the Collateral and to continue to apply the proceeds from the Collateral in accordance with Section 5.04(b); and (iv4) sell the Trust Estate Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.01(a) or (b), unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the NotesNotes consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse at the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement date of such sale or liquidation, (C) the Indenture Trustee determines that the Mortgage Loans will Owner Trust Estate may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of at least 66 2/3% of the aggregate Note Balance Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose. Notwithstanding the foregoing, provided that . (e) The Indenture Trustee may fix a Servicing Default shall not have occurred, record date and payment date for any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject payment to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans Noteholders pursuant to this Section 5.04(a)Section. At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee shalla notice that states the related record date, for so long as any principal or accrued interest on the Notes remains unpaid, continue payment date and amount to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its termsbe paid. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, hereof may with the written consent of the Enhancer mayCredit Enhancer, or, or shall at the written direction of the Credit Enhancer, shall, do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the NoteholdersHolders of the Notes; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Balance of the Notes and the Credit Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation Sale distributable to Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy Credit Enhancement Instrument and any other amounts due the Credit Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Home Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, and of the Noteholders Holders of 66 2/3% of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Following an Event of Liquidation, on the related Dissolution Payment Date the Indenture Trustee shall make a draw on the Credit Enhancement Instrument in an amount equal to the Dissolution Draw pursuant to Section 3.27 and shall distribute such amount as set forth in Section 5.04(b) below. Notwithstanding the foregoing, provided that so long as a Servicing Default shall has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Home Loans by the Master Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default (other than an Event of Default under Section 5.01(g)) shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes Securitization Bonds or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, and all amounts payable under and, subject to the Insurance Agreementlimitations on recovery set forth herein, enforce any judgment obtained, and collect from the Issuer and or any other obligor on the Notes monies moneys adjudged due, upon the Securitization Bonds; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateSecuritization Bond Collateral; (iii) exercise any remedies of a secured party under the UCC UCC, the Securitization Law or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; andHolders of the Securitization Bonds; (iv) at the written direction of the Holders of a majority of the Outstanding Amount of the Securitization Bonds, either sell the Trust Estate Securitization Bond Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law, or elect that the Issuer maintain possession of all or a portion of the Securitization Bond Collateral pursuant to Section 5.05 and continue to apply the Securitization Charge Collection as if there had been no declaration of acceleration; and (v) exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Administrator or the Servicer under or in connection with, and pursuant to the terms of, the Sale Agreement, the Administration Agreement or the Servicing Agreement; provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Trust Estate Securitization Bond Collateral following such an Event of Default, other than an Event of Default described in Section 5.01(a) or Section 5.01(b), unless (A) the Indenture Trustee obtains the consent Holders of 100 percent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% Outstanding Amount of the aggregate Note Balance of the NotesSecuritization Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to Noteholders the Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes Securitization Bonds for principal principal, premium, if any, and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other after taking into account payment of all amounts due prior thereto pursuant to the Enhancer under the Insurance Agreement priorities set forth in Section 8.02(e) or (C) the Indenture Trustee determines that the Mortgage Loans Securitization Bond Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Securitization Bonds as they would have become due if the Notes Securitization Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 66 2/3% at least two-thirds of the aggregate Note Balance Outstanding Amount of the NotesSecuritization Bonds. In determining such sufficiency or insufficiency with respect to clause (B) above and clause (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate Securitization Bond Collateral for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If an Event of Default under Section 5.01(g) shall have occurred and be continuing, the Indenture Trustee, for the benefit of the Secured Parties, shall be entitled and empowered, to the extent permitted by applicable law, to institute or participate in Proceedings necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee as a result of any such Event of Default, and may prosecute any such Proceeding to final judgment or decree. Such remedy shall be the only remedy that the Indenture Trustee may exercise if the only Event of Default that has occurred and is continuing is an Event of Default under Section 5.01(g). (c) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(e).

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, hereof may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Holders of the Notes and the NoteholdersCredit Enhancer; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Principal Balances of the Notes and the Credit Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy Credit Enhancement Instrument and any other amounts due the Credit Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, and of the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Principal Balances of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoingfore going, provided that a Servicing Default shall so long as an Event of Servicer Termination has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing Servicing of the Mortgage Loans by the Master Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, shall do one or more of the following, in each case subject to Section 5.05: (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes), (B) the proceeds of such sale or liquidation distributable to Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 2/3% of the aggregate Note Balance of the Notes). In determining such sufficiency or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its termshereunder. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.07; SECOND: to the Noteholders of each Class of Notes, pro rata, for amounts due and unpaid on the related Notes for interest, including accrued and unpaid interest on the Notes for any prior Payment Date, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for interest from amounts available in the Trust Estate for such Noteholders; THIRD: to the Noteholders of each Class of Notes, pro rata, for amounts due and unpaid on the related Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal, from amounts available in the Trust Estate for such Noteholders, until the respective Note Balances of such Class have been reduced to zero; FOURTH: to the Certificate Paying Agent for amounts due under Article VIII of the Trust Agreement; and SEVENTH: to the payment of the remainder, if any, to the Issuer or any other person legally entitled thereto. The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.04. At least 15 days before such record date, the Indenture Trustee shall mail to each Noteholder a notice that states the record date, the payment date and the amount to be paid.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, hereof may with the written consent of the Enhancer mayCredit Enhancer, or, or shall at the written direction of the Enhancer, shall, Credit Enhancer do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the NoteholdersHolders of the Notes; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, or, if a Credit Enhancer Default has occurred and is continuing, the Noteholders consent of the Holders of 100% of the aggregate Note Balance Security Balances of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy Policies and any other amounts due the Credit Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Home Equity Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, ; provided further that the Indenture Trustee shall not sell or otherwise liquidate the Trust Estate if the proceeds of such sale or liquidation together with amounts drawn under the Policies will not be sufficient to discharge in full all amounts then due and unpaid upon the Noteholders Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policies and any other amounts due the Credit Enhancer under the Insurance Agreement unless the Indenture Trustee obtains the consent of the Holders of 66 2/3% of the aggregate Note Balance Security Balances of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that so long as a Servicing Default shall has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Home Equity Loans by the Master Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have has occurred and be is continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, 11.16 may with the written consent of the Enhancer mayCredit Enhancer, or, and at the written direction of the Enhancer, Credit Enhancer shall, do one or more any of the following, in each case following (subject to Section 5.05:5.11): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect theretoIndenture, whether by declaration or otherwise, and all amounts payable under the Insurance Sale and Servicing Agreement, and enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Credit Enhancer, and the Noteholders; (iv) exercise all rights of the Issuer in connection with the Purchase Agreement and the Sale and Servicing Agreement against the Sponsor, the Depositor, or the Master Servicer or otherwise; and (ivv) sell the Trust Estate or any portion thereof of the Collateral or rights or interest thereininterests in it as directed by the Credit Enhancer, at one or more public or private sales called and conducted in any manner permitted by law; provided. However, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, Default unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Credit Enhancer and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the Notes, (B) the proceeds of such the sale or liquidation distributable to the Noteholders and the Credit Enhancer are sufficient to discharge in full all amounts then due and unpaid upon on the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy unreimbursed Credit Enhancer Draw Amounts and any other amounts due the Credit Enhancer under the Insurance Agreement Agreement, or (C) the Indenture Trustee determines that the Mortgage Loans Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Credit Enhancer and the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Outstanding Amount of the Notes. In determining such the sufficiency or insufficiency with respect to under clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such the proposed action and as to the sufficiency of the Trust Estate Collateral for such the purpose. Notwithstanding If a Credit Enhancer Defaults exists at the foregoing, provided that a Servicing Default shall not have occurred, time any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall consent is required or direction may be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to given under this Section 5.04(a5.05(a), the Indenture Trustee shall, for so long as any principal consent or accrued interest on direction shall be by Holders representing at least 662/3% of the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under Outstanding Amount instead of by the Policy in accordance with its termsCredit Enhancer. (b) If the Indenture Trustee collects any money or property pursuant to under this Article VArticle, it shall pay out such the money or property in the following order:: FIRST: to the Indenture Trustee for the fee of the Indenture Trustee (separately agreed to between the Master Servicer and the Indenture Trustee) then due and any expenses incurred by it in connection with the enforcement of the remedies under this Article and to the Owner Trustee for the fee of the Owner Trustee (separately agreed to between the Master Servicer and the Owner Trustee) then due and any expenses due to the Owner Trustee under any of the Transaction Documents; SECOND: any premium owing to the Credit Enhancer;

Remedies; Priorities. (a) If an Event of Default (other than an Event of Default under clause (vii) of Section 5.01(a)) shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes Securitized Utility Tariff Bonds or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, and all amounts payable under and, subject to the Insurance Agreementlimitations on recovery set forth herein, enforce any judgment obtained, and collect from the Issuer and or any other obligor on moneys adjudged due upon the Notes monies adjudged dueSecuritized Utility Tariff Bonds; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateSecuritized Utility Tariff Bond Collateral; (iii) exercise any remedies of a secured party under the UCC UCC, the Securitization Law or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; andHolders of the Securitized Utility Tariff Bonds; (iv) at the written direction of the Holders of a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds, sell the Trust Estate Securitized Utility Tariff Bond Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law, or elect that the Issuer maintain possession of all or a portion of the Securitized Utility Tariff Bond Collateral pursuant to Section 5.05 and continue to apply the Securitized Utility Tariff Bond Charge Collection as if there had been no declaration of acceleration; and (v) exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Administrator, Evergy Missouri West or the Servicer under or in connection with, and pursuant to the terms of, the Sale Agreement, the Administration Agreement or the Servicing Agreement; provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Trust Estate Securitized Utility Tariff Bond Collateral following such an Event of Default, other than an Event of Default described in Section 5.01(a)(i), or (ii), unless (A1) the Indenture Trustee obtains the consent Holders of 100 percent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% Outstanding Amount of the aggregate Note Balance of the NotesSecuritized Utility Tariff Bonds consent thereto, (B2) the proceeds of such sale or liquidation distributable to Noteholders the Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes Securitized Utility Tariff Bonds for principal principal, premium, if any, and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other after taking into account payment of all amounts due prior thereto pursuant to the Enhancer under the Insurance Agreement priorities set forth in Section 8.02(e) or (C3) the Indenture Trustee determines that the Mortgage Loans Securitized Utility Tariff Bond Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Securitized Utility Tariff Bonds as they would have become due if the Notes Securitized Utility Tariff Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 66 2/3% 66-2/3 percent of the aggregate Note Balance Outstanding Amount of the NotesSecuritized Utility Tariff Bonds. In determining such sufficiency or insufficiency with respect to clause (B2) and (C) above3), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate Securitized Utility Tariff Bond Collateral for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If an Event of Default under clause (vii) of Section 5.01(a) shall have occurred and be continuing, the Indenture Trustee, for the benefit of the Secured Parties, shall be entitled and empowered to the extent permitted by applicable law, to institute or participate in Proceedings necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee as a result of any such Event of Default, and may prosecute any such Proceeding to final judgment or decree. Such remedy shall be the only remedy that the Indenture Trustee may exercise if the only Event of Default that has occurred and is continuing is an Event of Default under Section 5.01(a)(vii). (c) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(e).

Remedies; Priorities. (a) If an Event of Default (other than an Event of Default under Section 5.01(g)) shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes Securitization Bonds or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, and all amounts payable under and, subject to the Insurance Agreementlimitations on recovery set forth herein, enforce any judgment obtained, and collect from the Issuer and or any other obligor on the Notes monies moneys adjudged due, upon the Securitization Bonds; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateSecuritization Bond Collateral; (iii) exercise any remedies of a secured party under the UCC UCC, the Statute or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; andHolders of the Securitization Bonds; (iv) at the written direction of the Holders of a majority of the Outstanding Amount of the Securitization Bonds, either sell the Trust Estate Securitization Bond Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law, or elect that the Issuer maintain possession of all or a portion of the Securitization Bond Collateral pursuant to Section 5.05 and continue to apply the Securitization Charge Collection as if there had been no declaration of acceleration; and (v) exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Administrator, DTE Electric or the Servicer under or in connection with, and pursuant to the terms of, the Sale Agreement, the Administration Agreement, the Intercreditor Agreement or the Servicing Agreement; provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Trust Estate Securitization Bond Collateral following such an Event of Default, other than an Event of Default described in Section 5.01(a) or Section 5.01(b) unless (A) the Indenture Trustee obtains the consent Holders of one hundred (100) percent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% Outstanding Amount of the aggregate Note Balance of the NotesSecuritization Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to Noteholders the Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes Securitization Bonds for principal principal, premium, if any, and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other after taking into account payment of all amounts due prior thereto pursuant to the Enhancer under the Insurance Agreement priorities set forth in Section 8.02(e) or (C) the Indenture Trustee determines that the Mortgage Loans Securitization Bond Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Securitization Bonds as they would have become due if the Notes Securitization Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of the Enhancer, which consent will not be unreasonably withheld, Holders of at least sixty-six and the Noteholders of two-thirds (66 2/3% ) percent of the aggregate Note Balance Outstanding Amount of the NotesSecuritization Bonds. In determining such sufficiency or insufficiency with respect to clause (B) above and clause (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate Securitization Bond Collateral for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If an Event of Default under Section 5.01(g) shall have occurred and be continuing, the Indenture Trustee, for the benefit of the Secured Parties, shall be entitled and empowered, to the extent permitted by applicable law, to institute or participate in Proceedings necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee as a result of any such Event of Default, and may prosecute any such Proceeding to final judgment or decree. Such remedy shall be the only remedy that the Indenture Trustee may exercise if the only Event of Default that has occurred and is continuing is an Event of Default under Section 5.01(g). (c) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(e).

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, hereof may with the written consent of the Enhancer mayCredit Enhancer, or, or shall at the written direction of the Enhancer, shall, Credit Enhancer do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the NoteholdersHolders of the Notes; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, or, if a Credit Enhancer Default has occurred and is continuing, the Noteholders consent of the Holders of 100% of the aggregate Note Balance Security Balances of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy Policies and any other amounts due the Credit Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Home Equity Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, ; provided further that the Indenture Trustee shall not sell or otherwise liquidate the Trust Estate if the proceeds of such sale or liquidation together with amounts drawn under the Policies will not be sufficient to discharge in full all amounts then due and unpaid upon the Noteholders Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policies and any other amounts due the Credit Enhancer under the Insurance Agreement unless the Indenture Trustee obtains the consent of the Holders of 66 2/3% of the aggregate Note Balance Security Balances of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that so long as a Servicing Default shall has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Home Equity Loans by the Master Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.07;

Remedies; Priorities. (a) If an Event of Default shall have has occurred and be is continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, 11.16 may with the written consent of the Enhancer mayCredit Enhancer, or, and at the written direction of the Enhancer, Credit Enhancer shall, do one or more any of the following, in each case following (subject to Section 5.05:5.11): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect theretoIndenture, whether by declaration or otherwise, and all amounts payable under the Insurance Sale and Servicing Agreement, and enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Credit Enhancer, and the Noteholders; (iv) exercise all rights of the Issuer in connection with the Purchase Agreement and the Sale and Servicing Agreement against the Sponsor, the Depositor, or the Master Servicer or otherwise; and (ivv) sell the Trust Estate or any portion thereof of the Collateral or rights or interest thereininterests in it as directed by the Credit Enhancer, at one or more public or private sales called and conducted in any manner permitted by law; provided. The Indenture Trustee, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, Default unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Credit Enhancer and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the NotesNotes of both Classes, (B) the proceeds of such the sale or liquidation distributable to the Noteholders and the Credit Enhancer are sufficient to discharge in full all amounts then due and unpaid upon on the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy unreimbursed Credit Enhancement Draw Amounts and any other amounts due the Credit Enhancer under the Insurance Agreement Agreement, or (C) the Indenture Trustee determines that the Mortgage Loans Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Credit Enhancer and the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Outstanding Amount of the NotesNotes of both Classes. In determining such the sufficiency or insufficiency with respect to under clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon rely on an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such the proposed action and as to the sufficiency of the Trust Estate Collateral for such the purpose. Notwithstanding If a Credit Enhancer Default exists at the foregoing, provided that a Servicing Default shall not have occurred, time any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall consent is required or direction may be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to given under this Section 5.04(a5.05(a), the Indenture Trustee shall, for so long as any principal consent or accrued interest on direction shall be by Holders representing at least 66(2)/3% of the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under Outstanding Amount of both Classes instead of by the Policy in accordance with its termsCredit Enhancer. (b) If the Indenture Trustee collects any money or property pursuant with respect to this Article Va Loan Group upon an acceleration and liquidation of the Collateral, it shall pay out such the money or property in the following order:order with respect to the Loan Group: FIRST: to the Indenture Trustee for the fee of the Indenture Trustee (separately agreed to between the Master Servicer and the Indenture Trustee) then due and any expenses incurred by it in connection with the enforcement of the remedies under this Article and to the Owner Trustee for the fee of the Owner Trustee (separately agreed to between the Master Servicer and the Owner Trustee) then due and any expenses due to the Owner Trustee under any of the Transaction Documents, each with respect to the relevant Loan Group; SECOND: any premium owing to the Credit Enhancer, with respect to the relevant Loan Group; THIRD: to the related Noteholders for interest due on the related Notes (except for Basis Risk Carryforward), pro rata according to the amounts due on those Notes for interest;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, hereof may do one or more of the following, in each case subject to Section 5.05: (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 2/3% of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its termshereunder. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have has occurred and be is continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, 11.16 may with the written consent of the Enhancer mayCredit Enhancer, or, and at the written direction of the Enhancer, Credit Enhancer shall, do one or more any of the following, in each case following (subject to Section 5.05:5.11): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect theretoIndenture, whether by declaration or otherwise, and all amounts payable under the Insurance Sale and Servicing Agreement, and enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Credit Enhancer, and the Noteholders; (iv) exercise all rights of the Issuer in connection with the Purchase Agreement and the Sale and Servicing Agreement against the Sponsor, the Depositor, or the Master Servicer or otherwise; and (ivv) sell the Trust Estate or any portion thereof of the Collateral or rights or interest thereininterests in it as directed by the Credit Enhancer, at one or more public or private sales called and conducted in any manner permitted by law; provided. The Indenture Trustee, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, Default unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Credit Enhancer and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the NotesNotes of both Classes, (B) the proceeds of such the sale or liquidation distributable to the Noteholders and the Credit Enhancer are sufficient to discharge in full all amounts then due and unpaid upon on the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy unreimbursed Credit Enhancement Draw Amounts and any other amounts due the Credit Enhancer under the Insurance Agreement Agreement, or (C) the Indenture Trustee determines that the Mortgage Loans Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Credit Enhancer and the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Outstanding Amount of the NotesNotes of both Classes. In determining such the sufficiency or insufficiency with respect to under clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon rely on an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such the proposed action and as to the sufficiency of the Trust Estate Collateral for such the purpose. Notwithstanding If a Credit Enhancer Default exists at the foregoing, provided that a Servicing Default shall not have occurred, time any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall consent is required or direction may be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to given under this Section 5.04(a5.05(a), the Indenture Trustee shall, for so long as any principal consent or accrued interest on direction shall be by Holders representing at least 66(2)/3% of the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under Outstanding Amount of both Classes instead of by the Policy in accordance with its termsCredit Enhancer. (b) If the Indenture Trustee collects any money or property pursuant with respect to a Loan Group under this Article VArticle, it shall pay out such the money or property in the following order:order with respect to the Loan Group: FIRST: to the Indenture Trustee for the fee of the Indenture Trustee (separately agreed to between the Master Servicer and the Indenture Trustee) then due and any expenses incurred by it in connection with the enforcement of the remedies under this Article and to the Owner Trustee for the fee of the Owner Trustee (separately agreed to between the Master Servicer and the Owner Trustee) then due and any expenses due to the Owner Trustee under any of the Transaction Documents, each with respect to the relevant Loan Group; SECOND: any premium owing to the Credit Enhancer, with respect to the relevant Loan Group; THIRD: to the related Noteholders for interest due on the related Notes (except for Basis Risk Carryforward), pro rata according to the amounts due on those Notes for interest;

Remedies; Priorities. (a) If an Event of Default (other than an Event of Default under clause (vii) of Section 5.01(a)) shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes Securitized Utility Tariff Bonds or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, and all amounts payable under and, subject to the Insurance Agreementlimitations on recovery set forth herein, enforce any judgment obtained, and collect from the Issuer and or any other obligor on moneys adjudged due upon the Notes monies adjudged dueSecuritized Utility Tariff Bonds; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateSecuritized Utility Tariff Bond Collateral; (iii) exercise any remedies of a secured party under the UCC UCC, the Securitization Law or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; andHolders of the Securitized Utility Tariff Bonds; (iv) at the written direction of the Holders of a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds, sell the Trust Estate Securitized Utility Tariff Bond Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law, or elect that the Issuer maintain possession of all or a portion of the Securitized Utility Tariff Bond Collateral pursuant to Section 5.05 and continue to apply the Securitized Utility Tariff Bond Charge Collection as if there had been no declaration of acceleration; and (v) exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Administrator, Ameren Missouri or the Servicer under or in connection with, and pursuant to the terms of, the Sale Agreement, the Administration Agreement, the Servicing Agreement or any Intercreditor Agreement; provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Trust Estate Securitized Utility Tariff Bond Collateral following such an Event of Default, other than an Event of Default described in Section 5.01(a)(i), or (ii), unless (A1) the Indenture Trustee obtains the consent Holders of 100 percent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% Outstanding Amount of the aggregate Note Balance of the NotesSecuritized Utility Tariff Bonds consent thereto, (B2) the proceeds of such sale or liquidation distributable to Noteholders the Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes Securitized Utility Tariff Bonds for principal principal, premium, if any, and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other after taking into account payment of all amounts due prior thereto pursuant to the Enhancer under the Insurance Agreement priorities set forth in Section 8.02(e) or (C3) the Indenture Trustee determines that the Mortgage Loans Securitized Utility Tariff Bond Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Securitized Utility Tariff Bonds as they would have become due if the Notes Securitized Utility Tariff Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 66 2/3% 66-2/3 percent of the aggregate Note Balance Outstanding Amount of the NotesSecuritized Utility Tariff Bonds. In determining such sufficiency or insufficiency with respect to clause (B2) and (C) above3), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate Securitized Utility Tariff Bond Collateral for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If an Event of Default under clause (vii) of Section 5.01(a) shall have occurred and be continuing, the Indenture Trustee, for the benefit of the Secured Parties, shall be entitled and empowered to the extent permitted by applicable law, to institute or participate in Proceedings necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee as a result of any such Event of Default, and may prosecute any such Proceeding to final judgment or decree. Such remedy shall be the only remedy that the Indenture Trustee may exercise if the only Event of Default that has occurred and is continuing is an Event of Default under Section 5.01(a)(vii). (c) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(e).

Remedies; Priorities. (a) If an Event of Default (other than an Event of Default under Section 5.01(g)) shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes Securitization Bonds or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, and all amounts payable under and, subject to the Insurance Agreementlimitations on recovery set forth herein, enforce any judgment obtained, and collect from the Issuer and or any other obligor on the Notes monies moneys adjudged due, upon the Securitization Bonds; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateSecuritization Bond Collateral; (iii) exercise any remedies of a secured party under the UCC UCC, the Statute or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; andHolders of the Securitization Bonds; (iv) at the written direction of the Holders of a majority of the Outstanding Amount of the Securitization Bonds, either sell the Trust Estate Securitization Bond Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law, or elect that the Issuer maintain possession of all or a portion of the Securitization Bond Collateral pursuant to Section 5.05 and continue to apply the Securitization Charge Collection as if there had been no declaration of acceleration; and (v) exercise all rights, remedies, powers, privileges and claims of the Issuer against Consumers Energy, the Seller, the Administrator or the Servicer under or in connection with, and pursuant to the terms of, the Intercreditor Agreement, the Sale Agreement, the Administration Agreement or the Servicing Agreement; provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Trust Estate Securitization Bond Collateral following such an Event of Default, other than an Event of Default described in Section 5.01(a) or Section 5.01(b), unless (A) the Indenture Trustee obtains the consent Holders of 100 percent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% Outstanding Amount of the aggregate Note Balance of the NotesSecuritization Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to Noteholders the Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes Securitization Bonds for principal principal, premium, if any, and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other after taking into account payment of all amounts due prior thereto pursuant to the Enhancer under the Insurance Agreement priorities set forth in Section 8.02(e) or (C) the Indenture Trustee determines that the Mortgage Loans Securitization Bond Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Securitization Bonds as they would have become due if the Notes Securitization Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 66 2/3% at least two-thirds of the aggregate Note Balance Outstanding Amount of the NotesSecuritization Bonds. In determining such sufficiency or insufficiency with respect to clause (B) above and clause (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate Securitization Bond Collateral for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If an Event of Default under Section 5.01(g) shall have occurred and be continuing, the Indenture Trustee, for the benefit of the Secured Parties, shall be entitled and empowered, to the extent permitted by applicable law, to institute or participate in Proceedings necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee as a result of any such Event of Default, and may prosecute any such Proceeding to final judgment or decree. Such remedy shall be the only remedy that the Indenture Trustee may exercise if the only Event of Default that has occurred and is continuing is an Event of Default under Section 5.01(g). (c) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(e).

Remedies; Priorities. (a) If an Event of Default (other than an Event of Default under clause (vii) of Section 5.01(a)) shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes Securitized Utility Tariff Bonds or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, and all amounts payable under and, subject to the Insurance Agreementlimitations on recovery set forth herein, enforce any judgment obtained, and collect from the Issuer and or any other obligor on moneys adjudged due upon the Notes monies adjudged dueSecuritized Utility Tariff Bonds; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateSecuritized Utility Tariff Bond Collateral; (iii) exercise any remedies of a secured party under the UCC UCC, the Securitization Law or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; andHolders of the Securitized Utility Tariff Bonds; (iv) at the written direction of the Holders of a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds, sell the Trust Estate Securitized Utility Tariff Bond Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law, or elect that the Issuer maintain possession of all or a portion of the Securitized Utility Tariff Bond Collateral pursuant to Section 5.05 and continue to apply the Securitized Utility Tariff Bond Charge Collection as if there had been no declaration of acceleration; and (v) exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Administrator, Liberty or the Servicer under or in connection with, and pursuant to the terms of, the Sale Agreement, the Administration Agreement or the Servicing Agreement; provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Trust Estate Securitized Utility Tariff Bond Collateral following such an Event of Default, other than an Event of Default described in Section 5.01(a)(i), or (ii), unless (A1) the Indenture Trustee obtains the consent Holders of 100 percent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% Outstanding Amount of the aggregate Note Balance of the NotesSecuritized Utility Tariff Bonds consent thereto, (B2) the proceeds of such sale or liquidation distributable to Noteholders the Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes Securitized Utility Tariff Bonds for principal principal, premium, if any, and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other after taking into account payment of all amounts due prior thereto pursuant to the Enhancer under the Insurance Agreement priorities set forth in Section 8.02(e) or (C3) the Indenture Trustee determines that the Mortgage Loans Securitized Utility Tariff Bond Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Securitized Utility Tariff Bonds as they would have become due if the Notes Securitized Utility Tariff Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 66 2/3% 66-2/3 percent of the aggregate Note Balance Outstanding Amount of the NotesSecuritized Utility Tariff Bonds. In determining such sufficiency or insufficiency with respect to clause (B2) and (C) above3), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate Securitized Utility Tariff Bond Collateral for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If an Event of Default under clause (vii) of Section 5.01(a) shall have occurred and be continuing, the Indenture Trustee, for the benefit of the Secured Parties, shall be entitled and empowered to the extent permitted by applicable law, to institute or participate in Proceedings necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee as a result of any such Event of Default, and may prosecute any such Proceeding to final judgment or decree. Such remedy shall be the only remedy that the Indenture Trustee may exercise if the only Event of Default that has occurred and is continuing is an Event of Default under Section 5.01(a)(vii). (c) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(e).

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, Trustee may do one or more of the following, in each case following (subject to Section 5.05:5.5): (a) (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture Indenture, with respect to the Indenture Trust Estate; (iii) exercise any remedies of a secured party under the UCC with respect to the Trust Estate and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and; (iv) sell the Indenture Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and/or (v) elect to have the Eligible Lender Trustee maintain ownership of the Trust Student Loans and continue to apply collections with respect to the Trust Student Loans as if there had been no declaration of acceleration; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii) with respect to the Class A Notes, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance Outstanding Amount of the NotesClass A Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Class A Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the such Class A Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans Indenture Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Class A Notes as they would have become due if the Class A Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 66-2/3% of the aggregate Note Balance Outstanding Amount of the Class A Notes; provided, further, that the Indenture Trustee may not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii) with respect to the Class A Notes, unless (D) the proceeds of such sale or liquidation distributable to the Class B Noteholders plus the proceeds of the sale or liquidation of the Trust Estate distributable to the Class B Noteholders are sufficient to pay to the Class B Noteholders the Outstanding Amount of the Class B Notes plus accrued and unpaid interest thereon or (E) after receipt of notice from the Eligible Lender Trustee that the proceeds of such sale or liquidation distributable to the Class B Noteholders plus the proceeds of the sale or liquidation of the Trust Estate distributable to the Class B Noteholders would not be sufficient to pay to the Class B Noteholders the outstanding principal plus accrued and unpaid interest thereon, the Class B Noteholders of at least a majority of the Outstanding Amount of the Class B Notes consent thereto. In determining such sufficiency or insufficiency with respect to clause clauses (B), (C), (D) and (C) aboveE), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Indenture Trust Estate and/or Trust Estate, as applicable, for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor on the such Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee [, each Swap Counterparty] and the NoteholdersHolders of the Notes; and (iv) after an acceleration of the maturity of the Notes pursuant to Section 5.02, sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, provided that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless Default pursuant to clause (iv) above unless: (A) the Indenture Trustee obtains the consent with respect to any Event of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, Default described in Section 5.01(i) or (Bii): (i) the proceeds of such sale or liquidation distributable to the Class B Noteholders plus the proceeds of the sale or liquidation of the Trust Estate distributable to the Class B Noteholders are sufficient to discharge in full all amounts then due pay to the Class B Noteholders the Outstanding Amount of the Class B Notes plus accrued and unpaid upon the Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or thereon; or (Cii) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and proceeds of such sale or liquidation distributable to the Indenture Trustee obtains Class B Noteholders plus the consent proceeds of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 2/3% of the aggregate Note Balance of the Notes. In determining such sufficiency sale or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency liquidation of the Trust Estate for such purpose. Notwithstanding distributable to the foregoingClass B Noteholders would not be sufficient to pay to the Class B Noteholders the Outstanding Amount plus accrued and unpaid interest thereon, provided that the Class B Noteholders of at least a Servicing majority of the Outstanding Amount of the Class B Notes consent thereto; or (B) with respect to an Event of Default shall not have occurred, any Sale (as defined described in Section 5.15 hereof5.01(iii): (i) the Noteholders of all Outstanding Notes consent thereto; or (ii) the Trust Estate shall be made subject proceeds of such sale or liquidation are sufficient to pay in full the continued servicing principal of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or and accrued interest on the Outstanding Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under at the Policy in accordance with its terms.date of sale; or (bC) If with respect to any Event of Default described in Section 5.01(iv) and (v): (i) the Noteholders of all Outstanding Notes consent thereto; or (ii) the proceeds of such sale or liquidation are sufficient to pay in full the principal of and the accrued interest on the Outstanding Notes; or (iii) the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following orderTrustee:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then of which a Responsible Officer of the Indenture TrusteeTrustee has Actual Knowledge, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer Indenture Trustee may, or, and at the written direction of the Enhancer, Majority Controlling Class Noteholders shall, do one or more of the following, following (if it shall have grounds for believing that reimbursement of its expenses incurred in each case connection herewith and indemnity satisfactory to it against such risk or liability is assured to it) (subject to Section 5.05:5.05 and Section 5.15): (i) institute Proceedings in its own name (as Indenture Trustee) and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and or the Noteholders; and (iv) sell the Trust Estate Collateral or any portion thereof or rights or interest thereintherein in a commercially reasonable manner, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, unless (A) the Indenture Trustee obtains the consent Holders of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100at least 66 2/3% of the aggregate Note Balance Outstanding Amount of the NotesNotes of the Controlling Class consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of at least 66 2/3% of the aggregate Note Balance Outstanding Amount of the NotesNotes of the Controlling Class. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above), the Indenture Trustee may, but need not, shall obtain at the cost of the Issuer and rely, and shall be protected in relying in good faith, conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate Collateral for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:: first: to the Indenture Trustee, for any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V and for any other unpaid amounts due to the Indenture Trustee hereunder, to the Administrator for any amounts due and owing to it under the Administration Agreement, and to the Owner Trustee, to the extent of any amounts due and owing to it under the Operative Agreements (including pursuant to Section 7.02 of the Trust Agreement) and for any other unpaid amounts due to the Owner Trustee hereunder; second: pro rata to the Master Servicer and the Servicer for any Master Servicing Fees, Retained Interest or Servicing Fees then due and unpaid and any unreimbursed Advances and other servicing advances, to the payment of any unpaid PMI Insurance Premium and to the payment to the Counterparty of any Priority Swap Termination Payment or Net Swap Payment payable to it; third: to the Notes, all accrued and unpaid interest thereon and amounts in respect of principal (i) first, pro rata to the Class A Notes, based on the accrued but unpaid interest thereon or the outstanding principal amount thereof, as applicable, (ii) second, to the remaining Classes of Notes, in the order of priority set forth in Section 4.1(a) of the Sale and Servicing Agreement; provided, however, that accrued and unpaid interest shall be paid to Noteholders of each Class before any payments in respect of principal; fourth: to the Counterparty for any Swap Termination Payment other than a Priority Swap Termination Payment payable to it, and fifth: to the Certificate Account for distribution to the holder of the Certificates. The Indenture Trustee may fix a record date and payment date for any payment to be made to the Noteholders pursuant to this Section. At least 15 days before such record date, the Indenture Trustee shall mail to each Noteholder and the Issuer a notice that states the record date, the payment date and the amount to be paid.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, hereof may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer Issuing Entity and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Holders of the Notes and the NoteholdersCredit Enhancer; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Principal Balances of the Notes and the Credit Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy Credit Enhancement Instrument and any other amounts due the Credit Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, and of the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Principal Balances of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall so long as an Event of Servicer Termination has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing Servicing of the Mortgage Loans by the Master Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, hereof may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer Issuing Entity and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Holders of the Notes and the NoteholdersCredit Enhancer; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Principal Balances of the Notes and the Credit Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy Credit Enhancement Instrument and any other amounts due the Credit Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, and of the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Principal Balances of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall so long as an Event of Servicer Termination has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing Servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing and result in the acceleration of the Notes, then the Indenture Trustee shall make payments as set forth in Section 5.04(b) of this Indenture, rather than pursuant to Section 5.06(a) of the Sale and Servicing Agreement. (b) Notwithstanding the provisions of Section 5.06(a) of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been accelerated, it shall make the following deposits and distributions on such Distribution Date, to the extent of Available Amounts on deposit in the Collection Account for such Distribution Date, in the following order of priority: (1) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to this Indenture and the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from Available Amounts; (2) to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days, such amounts to be paid from Available Amounts; (3) to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods; (4) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2a Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2b Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the extent of Available Amounts; 25 (NAROT 2016-A Indenture) (5) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, to the extent of Available Amounts and then, to the Class A-2a Noteholders, the Class A-2b Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, to the extent of Available Amounts; and (6) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. (c) If the Indenture Trustee, subject to as a result of the provisions operation of Section 10.17 hereof5.04(a), with is deemed to have a conflict of interest under the written consent of TIA and is required to resign as Indenture Trustee hereunder, the Enhancer may, or, at the written direction of the Enhancer, Issuer shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee. (d) In accordance with Section 5.03(c), if an Event of Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and (iv4) sell the Trust Estate Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.01(a) or (b), unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the Notes, voting as a single class, consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or interest, (C) the Indenture Trustee determines that the Mortgage Loans will Owner Trust Estate may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of a 66 2/3% of the aggregate Note Balance Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose. Notwithstanding the foregoing, provided that 26 (NAROT 2016-A Indenture) (e) The Indenture Trustee may fix a Servicing Default shall not have occurred, record date and payment date for any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject payment to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans Noteholders pursuant to this Section 5.04(a)Section. At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee shalla notice that states the related record date, for so long as any principal or accrued interest on the Notes remains unpaid, continue payment date and amount to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its termsbe paid. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingresulted in the acceleration of the Notes, the Indenture Trustee shall make payments as set forth in Section 5.04(b) of this Indenture, rather than pursuant to Section 5.06(a) of the Sale and Servicing Agreement. (b) Notwithstanding the provisions of Section 5.06(a) of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been accelerated, it shall make the following deposits and distributions on such Distribution Date, to the extent of Available Amounts on deposit in the Collection Account for such Distribution Date, in the following order of priority: (1) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to this Indenture and the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days; (2) to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days; (3) to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods; (4) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2a Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2b Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class; (5) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, and then to the Class A-2a Noteholders, the Class A-2b Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each such Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes; and (6) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. (c) If the Indenture Trustee, subject to as a result of the provisions operation of Section 10.17 hereof5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee. (d) In accordance with Section 5.03(c), if an Event of Default shall have occurred and resulted in the written consent acceleration of the Enhancer mayNotes, or, at the written direction of the Enhancer, shall, Indenture Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders, including electing to maintain the Collateral and to continue to apply the proceeds from the Collateral in accordance with Section 5.04(b); and (iv4) sell the Trust Estate Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.01(a) or (b), unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the Notes, voting as a single class, consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or interest, (C) the Indenture Trustee determines that the Mortgage Loans will Owner Trust Estate may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of at least 66 2/3% of the aggregate Note Balance Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose. Notwithstanding the foregoing, provided that . (e) The Indenture Trustee may fix a Servicing Default shall not have occurred, record date and payment date for any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject payment to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans Noteholders pursuant to this Section 5.04(a)Section. At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee shalla notice that states the related record date, for so long as any principal or accrued interest on the Notes remains unpaid, continue payment date and amount to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. be paid. 26 (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:NAROT 2017-A Indenture)

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing and the Notes have been accelerated under Section 5.2(a), then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, Trustee may do one or more of the following, in each case following (subject to Section 5.05:5.5): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then due and payable on the Notes or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer Owner Trustee or the Owner Trust Estate and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by lawlaw or elect to have the Owner Trustee maintain possession of the Receivables and continue to apply collections on such Receivables as if there had been no declaration of acceleration; provided, however, that the Indenture Trustee may not sell or otherwise -------- ------- liquidate the Trust Estate following an Event of DefaultDefault and acceleration of the Notes, unless (A) the Indenture Trustee obtains the consent Holders of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% all of the aggregate Note Balance Outstanding Amount of the NotesNotes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due the principal of and unpaid upon the Notes for principal and accrued interest and to reimburse on the Enhancer for any amounts drawn under Notes, in each case as of the Policy and any other amounts due the Enhancer under the Insurance Agreement date of such sale or liquidation or (C) (i) there has been an Event of Default under Section 5.1(a), (b) or (c) or otherwise arising from a failure to make a required payment of principal on any Notes, (ii) the Indenture Trustee determines that the Mortgage Loans Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as and when they would have become due if the Notes had not been declared due and payable, payable and (iii) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Outstanding Amount of the Voting Notes. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out or deposit such money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.7; and SECOND: to the Collection Account, for distribution pursuant to Section 9.02 of the Pooling and Servicing Agreement and Section 8.2(c).

Remedies; Priorities. (a) If an Event of Default shall have has occurred and be is continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, 11.16 may with the written consent of the Enhancer mayCredit Enhancer, or, and at the written direction of the Enhancer, Credit Enhancer shall, do one or more any of the following, in each case following (subject to Section 5.05:5.11): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect theretoIndenture, whether by declaration or otherwise, and all amounts payable under the Insurance Sale and Servicing Agreement, and enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Credit Enhancer, and the Noteholders; (iv) exercise all rights of the Issuer in connection with the Purchase Agreement and the Sale and Servicing Agreement against the Sponsor, the Depositor, or the Master Servicer or otherwise; and (ivv) sell the Trust Estate or any portion thereof of the Collateral or rights or interest thereininterests in it as directed by the Credit Enhancer, at one or more public or private sales called and conducted in any manner permitted by law; provided. The Indenture Trustee, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, Default unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Credit Enhancer and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the Notes, (B) the proceeds of such the sale or liquidation distributable to the Noteholders and the Credit Enhancer are sufficient to discharge in full all amounts then due and unpaid upon on the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy unreimbursed Credit Enhancer Draw Amounts and any other amounts due the Credit Enhancer under the Insurance Agreement Agreement, or (C) the Indenture Trustee determines that the Mortgage Loans Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Credit Enhancer and the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Outstanding Amount of the Notes. In determining such the sufficiency or insufficiency with respect to under clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such the proposed action and as to the sufficiency of the Trust Estate Collateral for such the purpose. Notwithstanding If a Credit Enhancer Defaults exists at the foregoing, provided that a Servicing Default shall not have occurred, time any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall consent is required or direction may be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to given under this Section 5.04(a5.05(a), the Indenture Trustee shall, for so long as any principal consent or accrued interest on direction shall be by Holders representing at least 66 2/3% of the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under Outstanding Amount instead of by the Policy in accordance with its termsCredit Enhancer. (b) If the Indenture Trustee collects any money or property pursuant to under this Article VArticle, it shall pay out such the money or property in the following order:: FIRST: to the Indenture Trustee for the fee of the Indenture Trustee (separately agreed to between the Master Servicer and the Indenture Trustee) then due and any expenses incurred by it in connection with the enforcement of the remedies under this Article and to the Owner Trustee for the fee of the Owner Trustee (separately agreed to between the Master Servicer and the Owner Trustee) then due and any expenses due to the Owner Trustee under any of the Transaction Documents; SECOND: any premium owing to the Credit Enhancer; THIRD: to the Noteholders for interest due on the Notes, pro rata according to the amounts due on the Notes for interest;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing and if an acceleration has been declared and not rescinded pursuant to Section 5.02 hereof, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer 10.16 hereof may, orand shall, at the written direction of the Enhancer, shall, Holders of a majority of the aggregate Note Principal Balances of the Notes (subject to Section 6.02(k)) do one or more of the following, in each case following (subject to Section 5.05:5.05 hereof): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the NoteholdersHolders of the Notes; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided; (v) PROVIDED, howeverHOWEVER, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Principal Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders the Holders of the Notes are sufficient to discharge in full all amounts then due and unpaid upon the such Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the applicable Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 66 2/3662/3% of the aggregate Note Principal Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion (obtained at the expense of the Trust) of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a so long as an "Event of Default" under the HomeBanc Servicing Default shall Agreement has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the HomeBanc Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:: FIRST: to the Indenture Trustee and the Securities Administrator for amounts due under Section 6.07 hereof or the Sale and Servicing Agreement, to the Master Servicer for amounts due under the Sale and Servicing Agreement and to the Custodian for amounts due under Section 3.4 of the Custodial Agreement; SECOND: to the Noteholders for amounts due and unpaid on the Notes with respect to interest (not including any Basis Risk Shortfall Carry-Forward Amounts), first, to the Class A-1 Noteholders, second, to the Class A-2 Noteholders, third, to the Class M-1 Noteholders, fourth, to the Class M-2 Noteholders and fifth, to the Class B-1 Noteholders, according to the amounts due and payable on the Notes for interest;

Remedies; Priorities. (a) If an Event of Default shall have has occurred and be is continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, 11.16 may with the written consent of the Enhancer mayCredit Enhancer, or, and at the written direction of the Enhancer, Credit Enhancer shall, do one or more any of the following, in each case following (subject to Section 5.05:5.11): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect theretoIndenture, whether by declaration or otherwise, and all amounts payable under the Insurance Sale and Servicing Agreement, and enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Credit Enhancer, and the Noteholders; (iv) exercise all rights of the Issuer in connection with the Purchase Agreement and the Sale and Servicing Agreement against the Sponsor, the Depositor, or the Master Servicer or otherwise; and (ivv) sell the Trust Estate or any portion thereof of the Collateral or rights or interest thereininterests in it as directed by the Credit Enhancer, at one or more public or private sales called and conducted in any manner permitted by law; provided. The Indenture Trustee, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, Default unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Credit Enhancer and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the NotesNotes of both Classes, (B) the proceeds of such the sale or liquidation distributable to the Noteholders and the Credit Enhancer are sufficient to discharge in full all amounts then due and unpaid upon on the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy unreimbursed Credit Enhancement Draw Amounts and any other amounts due the Credit Enhancer under the Insurance Agreement Agreement, or (C) the Indenture Trustee determines that the Mortgage Loans Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Credit Enhancer and the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Outstanding Amount of the NotesNotes of both Classes. In determining such the sufficiency or insufficiency with respect to under clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon rely on an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such the proposed action and as to the sufficiency of the Trust Estate Collateral for such the purpose. Notwithstanding If a Credit Enhancer Default exists at the foregoing, provided that a Servicing Default shall not have occurred, time any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall consent is required or direction may be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to given under this Section 5.04(a5.05(a), the Indenture Trustee shall, for so long as any principal consent or accrued interest on direction shall be by Holders representing at least 66-2/3% of the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under Outstanding Amount of both Classes instead of by the Policy in accordance with its termsCredit Enhancer. (b) If the Indenture Trustee collects any money or property pursuant with respect to a Loan Group under this Article VArticle, it shall pay out such the money or property in the following order:order with respect to the Loan Group: FIRST: to the Indenture Trustee for the fee of the Indenture Trustee (separately agreed to between the Master Servicer and the Indenture Trustee) then due and any expenses incurred by it in connection with the enforcement of the remedies under this Article and to the Owner Trustee for the fee of the Owner Trustee (separately agreed to between the Master Servicer and the Owner Trustee) then due and any expenses due to the Owner Trustee under any of the Transaction Documents, each with respect to the relevant Loan Group; SECOND: any premium owing to the Credit Enhancer, with respect to the relevant Loan Group; THIRD: to the related Noteholders for interest due on the related Notes, pro rata according to the amounts due on those Notes for interest;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing and if an acceleration has been declared and not rescinded pursuant to Section 5.02 hereof, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, 10.16 hereof may with the written consent of the Enhancer mayBond Insurer, or, and at the written direction of the Enhancer, Bond Insurer so long as no Bond Insurer Default exists shall, do one or more of the following, in each case following (subject to Section 5.05:5.05 hereof): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes Bonds or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes upon such Bonds monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Holders of the Bonds and the NoteholdersBond Insurer; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that so long as a Bond Insurer Default exists the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance of the NotesBond Principal Balance, (B) the proceeds of such sale or liquidation distributable to Noteholders the Holders of the Bonds are sufficient to discharge in full all amounts then due and unpaid upon the Notes Bonds for principal and interest and to reimburse the Enhancer Bond Insurer for any amounts drawn under the related Bond Insurance Policy and any other amounts due to the Enhancer Bond Insurer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes Bonds as they would have become due if the Notes Bonds had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 2/3% of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:Holders

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingresulted in the acceleration of the Notes, then the Indenture Trustee shall make payments as set forth in Section 5.04(b) of this Indenture, rather than pursuant to Section 5.06(a) of the Sale and Servicing Agreement. (b) Notwithstanding the provisions of Section 5.06(a) of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been accelerated, it shall make the following deposits and distributions on such Distribution Date, to the extent of Available Amounts on deposit in the Collection Account for such Distribution Date, in the following order of priority: (1) pro rata, to the Indenture Trustee, subject the Calculation Agent and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments, as applicable, due pursuant to this Indenture and the Trust Agreement, respectively, but only to the provisions extent that such fees, expenses or indemnity payments, as applicable, have not been paid by the Administrator and have been outstanding for at least sixty (60) days; (2) to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days; (3) to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods; 25 (NAROT 2018-C Indenture) (4) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2a Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2b Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class; (5) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, and then to the Class A-2a Noteholders, the Class A-2b Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each such Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes; and (6) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. (c) If the Indenture Trustee, as a result of the operation of Section 10.17 hereof5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee. (d) In accordance with Section 5.03(c), if an Event of Default shall have occurred and resulted in the written consent acceleration of the Enhancer mayNotes, or, at the written direction of the Enhancer, shall, Indenture Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders, including electing to maintain the Collateral and to continue to apply the proceeds from the Collateral in accordance with Section 5.04(b); and (iv4) sell the Trust Estate Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.01(a) or (b), unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the NotesNotes consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and 26 (NAROT 2018-C Indenture) interest and to reimburse at the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement date of such sale or liquidation, (C) the Indenture Trustee determines that the Mortgage Loans will Owner Trust Estate may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of at least 66 2/3% of the aggregate Note Balance Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose. Notwithstanding the foregoing, provided that . (e) The Indenture Trustee may fix a Servicing Default shall not have occurred, record date and payment date for any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject payment to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans Noteholders pursuant to this Section 5.04(a)Section. At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee shalla notice that states the related record date, for so long as any principal or accrued interest on the Notes remains unpaid, continue payment date and amount to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its termsbe paid. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, hereof may with the prior written consent of the Enhancer mayCredit Enhancer, or, or shall at the written direction of the Enhancer, shall, Credit Enhancer do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the NoteholdersHolders of the Notes; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee is directed to do so by the Credit Enhancer, (B) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance Security Balances of the NotesNotes and the Credit Enhancer, (BC) the proceeds of such sale or liquidation distributable to Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy Credit Enhancement Instrument and any other amounts due the Credit Enhancer under the Insurance Agreement and to reimburse the Indenture Trustee for any unreimbursed expenses, advances or liabilities incurred hereunder or (CD) the Indenture Trustee determines that the Mortgage Home Equity Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, and of the Noteholders Holders of 66 2/3% of the aggregate Note Balance Security Balances of the Notes. In determining such sufficiency or insufficiency with respect to clause (BC) and (C) aboveD), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation (which opinion shall not be an expense of the Indenture Trustee) as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that so long as a Servicing Default shall has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Home Equity Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:order described in Section 3.05 hereof, except that payments pursuant to clause (viii) shall be made without regard to the Accelerated Principal Payment Amount but rather shall be made until the Security Balance of the Notes is reduced to zero. The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.04. At least 15 days before such record date, the Indenture Trustee shall mail to each Noteholder a notice that states the record date, the payment date and the amount to be paid.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, hereof may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Holders of the Notes and the NoteholdersCredit Enhancer; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Principal Balances of the Notes and the Credit Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy Credit Enhancement Instrument and any other amounts due the Credit Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, and of the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Principal Balances of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall so long as an Event of Servicer Termination has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing Servicing of the Mortgage Loans by the Master Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.07; SECOND: to each Class of Noteholders for amounts due and unpaid on the related Class Notes for interest and to each Noteholder of such Class in each case, ratably, without preference or priority of any kind, according to the amounts due and payable on such Class of Notes for interest from amounts available in the Trust Estate for such Noteholders; THIRD: to Holders of each Class of Notes for amounts due and unpaid on the related Class of Notes for principal, from amounts available in the Trust Estate for such Noteholders, and to each Noteholder of such Class in each case ratably, without preference or priority of any kind, according to the amounts due and payable on such Class of Notes for principal, until the Security Balances of each Class of Notes is reduced to zero;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Credit Enhancer may, or, at the written direction of the Credit Enhancer, shall, do one or more of the following, in each case subject to Section 5.05: (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy and any other amounts due the Credit Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Home Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 2/3% of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Home Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Home Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its termsterms of the Policy. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, Trustee may do one or more of the following, in each case following (subject to Section 5.05:5.5): (a) (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (iii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture Indenture, with respect to the Indenture Trust Estate; (iiiii) exercise any remedies of a secured party under the UCC with respect to the Trust Estate and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and; (iviii) sell the Indenture Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and/or (iv) elect to have the Eligible Lender Trustee maintain ownership of the Trust Student Loans and continue to apply collections with respect to the Trust Student Loans as if there had been no declaration of acceleration; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii) with respect to the Class A Notes, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance Outstanding Amount of the NotesClass A Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Class A Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the such Class A Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans Indenture Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Class A Notes as they would have become due if the Class A Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 66-2/3% of the aggregate Note Balance Outstanding Amount of the Class A Notes; provided, further, that the Indenture Trustee may not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii) with respect to the Class A Notes, unless (D) the proceeds of such sale or liquidation distributable to the Class B Noteholders plus the proceeds of the sale or liquidation of the Trust Estate distributable to the Class B Noteholders are sufficient to pay to the Class B Noteholders the Outstanding Amount of the Class B Notes plus accrued and unpaid interest thereon or (E) after receipt of notice from the Eligible Lender Trustee that the proceeds of such sale or liquidation distributable to the Class B Noteholders plus the proceeds of the sale or liquidation of the Trust Estate distributable to the Class B Noteholders would not be sufficient to pay to the Class B Noteholders the outstanding principal plus accrued and unpaid interest thereon, the Class B Noteholders of at least a majority of the Outstanding Amount of the Class B Notes consent thereto. In determining such sufficiency or insufficiency with respect to clause clauses (B), (C), (D) and (C) aboveE), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Indenture Trust Estate and/or Trust Estate, as applicable, for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If Notwithstanding the provisions of Section 8.2, following the occurrence and during the continuation of an Event of Default specified in Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) which has resulted in an acceleration of the Notes, if the Indenture Trustee collects any money or property pursuant to this Article Vproperty, it shall pay out such the money or property (and other amounts including amounts, if any, held on deposit in each of the Trust Accounts) held as Collateral for the benefit of the Noteholders, net of liquidation costs associated with the sale of the assets of the Trust, in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingresulted in the acceleration of the Notes, then the Indenture Trustee shall make payments as set forth in Section 5.04(b) of this Indenture, rather than pursuant to Section 5.06(a) of the Sale and Servicing Agreement. (b) Notwithstanding the provisions of Section 5.06(a) of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been accelerated, it shall make the following deposits and distributions on such Distribution Date, to the extent of Available Amounts on deposit in the Collection Account for such Distribution Date, in the following order of priority: (1) pro rata, to the Indenture Trustee, subject the Calculation Agent and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments, as applicable, due pursuant to this Indenture and the Trust Agreement, respectively, but only to the provisions extent that such fees, expenses or indemnity payments, as applicable, have not been paid by the Administrator and have been outstanding for at least sixty (60) days; (2) to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days; (3) to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods; (4) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A- -2a Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2b Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class; (5) to the Class A-1 Noteholders, until the principal amount of the Class A-1 Notes is reduced to zero, and then to the Class A-2 Noteholders (pro rata among the A-2a Notes and the Class A-2b Notes), the Class A-3 Noteholders and the Class A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each such Class), until the principal amount for such Class of Notes is reduced to zero; and (6) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. (c) If the Indenture Trustee, as a result of the operation of Section 10.17 hereof5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee. (d) In accordance with Section 5.03(c), if an Event of Default shall have occurred and resulted in the written consent acceleration of the Enhancer mayNotes, or, at the written direction of the Enhancer, shall, Indenture Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders, including electing to maintain the Collateral and to continue to apply the proceeds from the Collateral in accordance with Section 5.04(b); and (iv4) sell the Trust Estate Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.01(a) or (b), unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the NotesNotes consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse at the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement date of such sale or liquidation, (C) the Indenture Trustee determines that the Mortgage Loans will Owner Trust Estate may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of at least 66 2/3% of the aggregate Note Balance Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose. Notwithstanding the foregoing, provided that . (e) The Indenture Trustee may fix a Servicing Default shall not have occurred, record date and payment date for any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject payment to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans Noteholders pursuant to this Section 5.04(a)Section. At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee shalla notice that states the related record date, for so long as any principal or accrued interest on the Notes remains unpaid, continue payment date and amount to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its termsbe paid. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, hereof may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer Issuing Entity and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Holders of the Notes and the NoteholdersCredit Enhancer; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Principal Balances of the Notes and the Credit Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy Credit Enhancement Instrument and any other amounts due the Credit Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, and of the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Principal Balances of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoingfore going, provided that a Servicing Default shall so long as an Event of Servicer Termination has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing Servicing of the Mortgage Loans by the Master Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then of which a Responsible Officer of the Indenture TrusteeTrustee has Actual Knowledge, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer Indenture Trustee may, or, and at the written direction of the Enhancer, Majority Controlling Class Noteholders shall, do one or more of the following, following (if it shall have grounds for believing that reimbursement of its expenses incurred in each case connection herewith and indemnity satisfactory to it against such risk or liability is assured to it) (subject to Section 5.05:5.05 and Section 5.15): (i) institute Proceedings in its own name (as Indenture Trustee) and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and or the Noteholders; and (iv) sell the Trust Estate Collateral or any portion thereof or rights or interest thereintherein in a commercially reasonable manner, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, unless (A) the Indenture Trustee obtains the consent Holders of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100at least 66 2/3% of the aggregate Note Balance Outstanding Amount of the NotesNotes of the Controlling Class consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of at least 66 2/3% of the aggregate Note Balance Outstanding Amount of the NotesNotes of the Controlling Class. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above), the Indenture Trustee may, but need not, shall obtain at the cost of the Issuer and rely, and shall be protected in relying in good faith, conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate Collateral for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:: first: to the Indenture Trustee, for any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V and for any other unpaid amounts due to the Indenture Trustee hereunder, to the Administrator for any amounts due and owing to it under the Administration Agreement, and to the Owner Trustee, to the extent of any amounts due and owing to it under the Operative Agreements (including pursuant to Section 7.02 of the Trust Agreement) and for any other unpaid amounts due to the Owner Trustee hereunder; second: to the Master Servicer and the Servicer for any Master Servicing Fees or Servicing Fees then due and unpaid and any unreimbursed Advances and other servicing advances; third: to the Notes, all accrued and unpaid interest thereon and amounts in respect of principal (i) first, pro rata to the Class A Notes, based on the accrued but unpaid interest thereon or the outstanding principal amount thereof, as applicable, (ii) second, to the remaining Classes of Notes, in the order of priority set forth in Section 4.1(a)(ii) through (vii) of the Sale and Servicing Agreement; provided, however, that accrued and unpaid interest shall be paid to Noteholders of each Class before any payments in respect of principal; and fourth, to the Certificate Account for distribution to the holder of the Trust Certificate. The Indenture Trustee may fix a record date and payment date for any payment to be made to the Noteholders pursuant to this Section. At least 15 days before such record date, the Indenture Trustee shall mail to each Noteholder and the Issuer a notice that states the record date, the payment date and the amount to be paid.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then continuing of which a Responsible Officer of the Indenture TrusteeTrustee has actual knowledge, subject to the provisions of Section 10.17 hereof, Indenture Trustee may with the written consent of the Enhancer mayInsurer (which consent shall not unreasonably be withheld), or, at the written direction of the EnhancerInsurer, shall or, if an Insurer Default has occurred and is continuing, at the direction of Holders of 66-2/3% of the Outstanding Amount of the Notes shall, do one or more of the following, in each case following (subject to Section 5.05:5.5 below): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the related Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance and Indemnity Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and or the Noteholdersrelated Noteholders or the Insurer; and (iv) sell the Trust Estate or any portion thereof or rights or interest thereintherein in a commercially reasonable manner, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Insurer and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the Notes, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the such Notes for principal and interest and to reimburse the Enhancer Insurer for any amounts drawn under the Policy unreimbursed Insured Amounts and any other amounts due the Enhancer Insurer under the Insurance and Indemnity Agreement or (C) the Indenture Trustee determines that the Mortgage Loans Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, Insurer (which consent will shall not be unreasonably withheld, ) and the Noteholders Holders of 66 66-2/3% of the aggregate Note Balance Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it the Indenture Trustee and the Paying Agent shall pay out such the money or property in the following order:: FIRST: to the Indenture Trustee for any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; SECOND: to the Noteholders for amounts due and unpaid on the Notes for interest (excluding Supplemental Interest Amounts) pro rata among the Holders of the Notes, according to the amounts due and payable on such Notes;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, Trustee may with the written consent of the Enhancer may, or, Securities Insurer or shall at the written direction of the EnhancerSecurities Insurer (in either case, shall, provided that no Securities Insurer Default has occurred and is continuing) do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Indenture Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholdersholders of the Notes, the Securities Insurer and the Swap Counterparty; and (iv) sell the Indenture Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, other than an Event of Default described in Section 5.01(i) or (ii), unless (Ai) the Indenture Trustee obtains Securities Insurer (unless a Securities Insurer Default shall have occurred and is continuing and then by the holders of all outstanding Notes) consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notesto such sale, (Bii) the proceeds of such sale or liquidation distributable to Noteholders are sufficient to discharge pay in full the principal of and the accrued interest on the outstanding Notes plus all amounts then due and unpaid upon owing to the Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer Securities Insurer under the Insurance Agreement and to the Swap Counterparty under the Interest Rate Swap at the date of such sale or (Ciii) the Indenture Trustee determines that the Mortgage collections on the Financed Student Loans will would not continue be sufficient on an ongoing basis to provide sufficient funds for the payment of principal of and interest make all payments on the Notes as they such payments would have become due if the Notes such obligations had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Securities Insurer (unless a Securities Insurer Default shall have occurred and is continuing then by the Noteholders holders of 66 2/3% of the aggregate Note Balance principal amount of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) aboveNotes then outstanding); provided further, that the Indenture Trustee maymay not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, but need notother than an Event of Default described in Section 5.01(i) or (ii), obtain and relyunless, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as addition to the feasibility foregoing, the proceeds of such proposed action and as to the sufficiency sale or liquidation of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject are sufficient to pay all amounts due and owing to the continued servicing of the Mortgage Loans by the Servicer Securities Insurer, plus interest thereon as provided in the Servicing Insurance Agreement, unless the Securities Insurer consents thereto. Notwithstanding any sale of In addition, notwithstanding anything herein to the Mortgage Loans pursuant to this Section 5.04(a)contrary, the Indenture Trustee shall, for so long as any principal or accrued interest on Trustee’s rights hereunder to sell the Notes remains unpaid, continue Financed Student Loans shall be subject to act as Indenture Trustee hereunder the provisions of Section 10.06 of the Sale and to draw amounts payable under the Policy in accordance with its termsServicing Agreement. (b) If the Indenture Trustee collects any money or property under this Article V following the occurrence and during the continuation of an Event of Default with respect to Sections 5.01(i), 5.01(ii), 5.01(iv) or 5.01(v) above or following the acceleration of the Notes pursuant to this Article VSection 5.02, it shall pay out such the money or property in the following order:: FIRST: sequentially, in the following order: (x) to the Seller, any amounts on deposit in the Collection Account which consist of Guarantee Payments made by XXXX in excess of the Maximum XXXX Payments Amount, and then (y) to the Indenture Trustee for amounts due under Section 6.07, not to exceed $50,000 per annum (provided that, if a Securities Insurer Default has occurred and is continuing or the Securities Insurer is removed pursuant to Section 8A.5, such $50,000 per annum limitation shall not apply); SECOND: pro rata to the Master Servicer for due and unpaid Master Servicing Fees and to the Administrator for due and unpaid Administration Fees; THIRD: so long as no Securities Insurer Default has occurred and is continuing, to Securities Insurer for all Insurer Premiums due and owing under the Insurance Agreement;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingresulted in the acceleration of the Notes, the Indenture Trustee shall make payments as set forth in Section 5.04(b) of this Indenture, rather than pursuant to Section 5.06(a) of the Sale and Servicing Agreement. (b) Notwithstanding the provisions of Section 5.06(a) of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been accelerated, it shall make the following deposits and distributions on such Distribution Date, to the extent of Available Amounts on deposit in the Collection Account for such Distribution Date, in the following order of priority: (1) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to this Indenture and the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days; (2) to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days; (3) to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods; (4) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2a Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2b Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class; (5) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, and then to the Class A-2a Noteholders, the Class A-2b Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each such Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes; and (6) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. (c) If the Indenture Trustee, subject to as a result of the provisions operation of Section 10.17 hereof5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee. (d) In accordance with Section 5.03(c), if an Event of Default shall have occurred and resulted in the written consent acceleration of the Enhancer mayNotes, or, at the written direction of the Enhancer, shall, Indenture Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders, including electing to maintain the Collateral and to continue to apply the proceeds from the Collateral in accordance with Section 5.04(b); and (iv4) sell the Trust Estate Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.01(a) or (b), unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the NotesNotes consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse at the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement date of such sale or liquidation, (C) the Indenture Trustee determines that the Mortgage Loans will Owner Trust Estate may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of at least 66 2/3% of the aggregate Note Balance Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose. Notwithstanding the foregoing, provided that . (e) The Indenture Trustee may fix a Servicing Default shall not have occurred, record date and payment date for any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject payment to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans Noteholders pursuant to this Section 5.04(a)Section. At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee shalla notice that states the related record date, for so long as any principal or accrued interest on the Notes remains unpaid, continue payment date and amount to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. be paid. 27 (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:NAROT 2017-B Indenture)

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 11.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, Indenture Trustee may do one or more of the following, in each case following (subject to Section 5.05:5.05 and Section 5.15): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Sale and Servicing Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateIndenture Collateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Holders of the Notes and the NoteholdersHedge Counterparties; and (iv) sell the Trust Estate Indenture Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Indenture Collateral following an Event of Default, other than a default in the payment of any principal or interest on the Notes for thirty (30) days or more, unless (A) (i) prior to the Indenture Trustee obtains the consent payment in full of the EnhancerClass A Notes, which consent will not be unreasonably withheld, the Class B Notes and the Class C Notes, the Class A Noteholders of evidencing 100% of the aggregate Note Outstanding Principal Balance of all Class A Notes, the Class B Noteholders evidencing 100% of the aggregate Outstanding Principal Balance of all Class B Notes, the Class C Noteholders evidencing 100% of the aggregate Outstanding Principal Balance of all Class C Notes and, unless it shall be paid in full all amounts payable to each Hedge Counterparty upon a termination of its Hedge, each Hedge Counterparty consents thereto, (ii) from and after the payment in full of the Class A Notes, the Class B Notes, the Class C Notes and amounts due under the Xxxxxx, the Class D Noteholders evidencing 100% of the aggregate Outstanding Principal Balance of all Class D Notes and the Class E Noteholders evidencing 100% of the aggregate Outstanding Principal Balance of all Class E Notes consents thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and all amounts payable to reimburse each Hedge Counterparty upon termination of the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement Xxxxxx, or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes Notes, in accordance with their respective terms as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of (i) prior to the Enhancerpayment in full of the Class A Notes, which consent will not be unreasonably withheld, the Class B Notes and the Class C Notes, the Class A Noteholders of evidencing 66 2/3% of the aggregate Note Outstanding Principal Balance of all Class A Notes, the Class B Noteholders evidencing 66 2/3% of the aggregate Outstanding Principal Balance of all Class B Notes, the Class C Noteholders evidencing 66 2/3% of the aggregate Outstanding Principal Balance of all Class C Notes and, unless it shall be paid in full all amounts payable to each Hedge Counterparty upon a termination of its Hedge, each Hedge Counterparty, and (ii) from and after the payment in full of the Class A Notes, the Class B Notes, the Class C Notes, and amounts due under the Xxxxxx, the Class D Noteholders evidencing 66 2/3% of the aggregate Outstanding Principal Balance of all Class D Notes and the Class E Noteholders evidencing 66 2/3% of the aggregate Outstanding Principal Balance of all Class E Notes. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate Indenture Collateral for such purpose. Notwithstanding the foregoing, provided that so long as a Servicing Servicer Default shall has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate Indenture Collateral shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Sale and Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property as set forth in the following order:Section 7.05

Remedies; Priorities. (a) If an Event of Default shall -------------------- have occurred and be continuing, then continuing the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer Trustee may, or, and at the written direction of the Enhancer, Majority Highest Priority Class Noteholders shall, do one or more of the following, in each case following (subject to Section 5.05:5.06): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and or the Noteholders; and (iv) sell the Trust Estate Collateral or any portion thereof or rights or interest thereintherein in a commercially reasonable manner, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the NotesNotes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the such Notes for principal (including any Deferred Amounts) and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans Collateral will not continue to provide sufficient funds for the payment of principal of (including any Deferred Amounts) and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 66 66-2/3% of the aggregate Note Balance Outstanding Amount of the Highest Priority Class Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate Collateral for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:: first: to the Indenture Trustee for any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V; second: to the Servicer for the Servicing Fee then due and unpaid;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, hereof may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer Issuing Entity and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Holders of the Notes and the NoteholdersCredit Enhancer; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Principal Balances of the Notes and the Credit Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy Credit Enhancement Instrument and any other amounts due the Credit Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, and of the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Principal Balances of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall so long as an Event of Servicer Termination has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing Servicing of the Mortgage Loans by the Master Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.07; SECOND: to each Class of Noteholders for amounts due and unpaid on the related Class of Notes for interest and to each Noteholder of such Class in each case, ratably, without preference or priority of any kind, according to the amounts due and payable on such Class of Notes for interest from amounts available in the Trust Estate for such Noteholders; THIRD: to Holders of each Class of Notes for amounts due and unpaid on the related Class of Notes for principal, from amounts available in the Trust Estate for such Noteholders, and to each Noteholder of such Class in each case ratably, without preference or priority of any kind, according to the amounts due and payable on such Class of Notes for principal, until the Security Balances of each Class of Notes is reduced to zero;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingresulted in the acceleration of the Notes, then the Indenture Trustee shall make payments as set forth in Section 5.04(b) of this Indenture, rather than pursuant to Section 5.06(a) of the Sale and Servicing Agreement. (b) Notwithstanding the provisions of Section 5.06(a) of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been accelerated, it shall make the following deposits and distributions on such Distribution Date, to the extent of Available Amounts on deposit in the Collection Account for such Distribution Date, in the following order of priority: (1) pro rata, to the Indenture Trustee, subject the Calculation Agent and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments, as applicable, due pursuant to this Indenture and the Trust Agreement, respectively, but only to the provisions extent that such fees, expenses or indemnity payments, as applicable, have not been paid by the Administrator and have been outstanding for at least sixty (60) days; (2) to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days; (3) to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods; (4) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2a Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2b Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class; (5) to the Class A-1 Noteholders, until the principal amount of the Class A-1 Notes is reduced to zero, and then to the Class A-2 Noteholders (pro rata among the A-2a Notes and the Class A-2b Notes), the Class A-3 Noteholders and the Class A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each such Class), until the principal amount for such Class of Notes is reduced to zero; and (6) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. (c) If the Indenture Trustee, as a result of the operation of Section 10.17 hereof5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee. (d) In accordance with Section 5.03(c), if an Event of Default shall have occurred and resulted in the written consent acceleration of the Enhancer mayNotes, or, at the written direction of the Enhancer, shall, Indenture Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders, including electing to maintain the Collateral and to continue to apply the proceeds from the Collateral in accordance with Section 5.04(b); and (iv4) sell the Trust Estate Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.01(a) or (b), unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the NotesNotes consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse at the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement date of such sale or liquidation, (C) the Indenture Trustee determines that the Mortgage Loans will Owner Trust Estate may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of at least 66 2/3% of the aggregate Note Balance Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose. Notwithstanding the foregoing, provided that . (e) The Indenture Trustee may fix a Servicing Default shall not have occurred, record date and distribution date for any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject payment to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans Noteholders pursuant to this Section 5.04(a)Section. At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee shalla notice that states the related record date, for so long as any principal or accrued interest on the Notes remains unpaid, continue distribution date and amount to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its termsbe paid. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing and if an acceleration has been declared and not rescinded pursuant to Section 5.02 hereof, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer 10.16 hereof may, or, at the written direction of the Enhancer, shallHolders of a majority of the aggregate Bond Principal Balances of the Bonds and a majority of the Notional Amount of the Class A-IO Bonds, do one or more of the following, in each case following (subject to Section 5.05:5.05 hereof): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes Bonds or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes upon such Bonds monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the NoteholdersHolders of the Bonds; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; providedPROVIDED, howeverHOWEVER, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Bond Principal Balance and 50% of the NotesNotional Amount of the Class A-IO Bonds, (B) the proceeds of such sale or liquidation distributable to Noteholders the Holders of the Bonds are sufficient to discharge in full all amounts then due and unpaid upon the Notes Bonds for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes Bonds as they would have become due if the Notes Bonds had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 66 2/3% a majority of the aggregate Note Bond Principal Balance of the NotesClass A-1 Bonds, Class M Bonds and Class B Bonds and a majority of the Notional Amount of the Class A-IO Bonds. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion (obtained at the expense of the Trust) of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall so long as an Event of Servicer Termination has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Master Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, Trustee may do one or more of the following, in each case following (subject to Section Sections 5.02 and 5.05:): (i) institute Proceedings in its own name and and/or as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Owner Trust Estate; (iii) exercise any remedies of a secured party under the UCC and any other remedy available to the Indenture Trustee and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and on behalf of the NoteholdersNoteholders under this Indenture; and (iv) sell the Owner Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Owner Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance of the NotesOutstanding Amount consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders and Certificateholders are sufficient to discharge in full all amounts then due and unpaid upon the such Notes and Certificates for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans Owner Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes and Certificates as they would have become due if the Notes and Certificates had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 66 2/3100% of the aggregate Note Balance of the NotesOutstanding Amount. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain and relyobtain, at the expense of the Issuer, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article VArticle, it shall pay out such the money or property in the following orderorder and priority: (i) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any amounts due under the Trust Agreement or Section 6.07 hereof; (ii) to the Servicer, for amounts due and unpaid in respect of Nonrecoverable Advances under the Sale and Servicing Agreement; (iii) to the Servicer, for amounts due and unpaid in respect of the Total Servicing Fee under the Sale and Servicing Agreement; (iv) [Reserved]; (v) to the Holders of the Notes of each Class, the Note Interest Distributable Amount ratably in proportion to the Note Interest Distributable Amount for each Class at their respective Interest Rates; (vi) to the Holders of Class A-1 Notes, the outstanding principal amount of the Class A-1 Notes, until the Class A-1 Notes are paid in full; (vii) to the Holders of the Class A-2, Class A-3 and Class A-4 Notes, pro rata in proportion to the Outstanding principal amount of each Class, until the Class A-2, Class A-3 and Class A-4 Notes are paid in full; (viii) to the Certificate Distribution Account for distribution to the Holders of the Trust Certificates, the Certificate Interest Distributable Amount; (ix) to the Certificate Distribution Account for distribution to the Holders of the Trust Certificates, the outstanding principal amount of the Trust Certificates; and (x) to the Seller, any remaining amount. The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the record date, the payment date and the amount to be paid.

Remedies; Priorities. (a) If an Event of Default shall -------------------- have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, 11.17 hereof may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Holders of the Notes (and the NoteholdersCredit Enhancer); and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than a default in the payment of any principal or interest on the Notes for thirty (30) days or more, unless (A) the Indenture Trustee obtains the consent Holders of 100% of the Security Balances of the Securities (and the Credit Enhancer), which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Noteswithheld consent thereto, (B) the proceeds of such sale or liquidation distributable to Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes Securities for principal and interest (and to reimburse the Credit Enhancer for any amounts drawn under the Policy Credit Enhancement Instrument and any other amounts due the Credit Enhancer under the Insurance Agreement Agreement) or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on either the Notes or the Certificates, as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of (the Credit Enhancer, which consent will not be unreasonably withheld, and of) the Noteholders Holders of 66 not less than 66-2/3% of the aggregate Note Balance Security Balances of the NotesSecurities. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall so long as an Event of Servicer Termination has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing Servicing of the Mortgage Loans by the Master Servicer as provided in the Master Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.07; SECOND: to each Class of Noteholders for amounts due and unpaid on the related Class of Notes for interest and to each Noteholder of such Class in each case, ratably, without preference or priority of any kind, according to the amounts due and payable on such Class of Notes for interest from amounts available in the Trust Estate for such Noteholders; THIRD: to Holders of each Class of Notes for amounts due and unpaid on the related Class of Notes for principal, from amounts available in the Trust Estate for such Noteholders, and to each Noteholder of such Class in each case ratably, without preference or priority of any kind, according to the amounts due and payable on such Class of Notes for principal, until the Security Balances of each Class of Notes is reduced to zero;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing and result in the acceleration of the Notes, then the Indenture Trustee shall make payments as set forth in Section 5.04(b) of this Indenture, rather than pursuant to Section 5.06(a) of the Sale and Servicing Agreement. (b) Notwithstanding the provisions of Section 5.06(a) of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been accelerated, it shall make the following deposits and distributions on such Distribution Date, to the extent of Available Amounts on deposit in the Collection Account for such Distribution Date, in the following order of priority: (1) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to this Indenture and the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from Available Amounts; (2) to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days, such amounts to be paid from Available Amounts; (3) to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods; (4) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2a Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2b Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the extent of Available Amounts; 25 (NAROT 2016-B Indenture) (5) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, to the extent of Available Amounts and then, to the Class A-2a Noteholders, the Class A-2b Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, to the extent of Available Amounts; and (6) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. (c) If the Indenture Trustee, subject to as a result of the provisions operation of Section 10.17 hereof5.04(a), with is deemed to have a conflict of interest under the written consent of TIA and is required to resign as Indenture Trustee hereunder, the Enhancer may, or, at the written direction of the Enhancer, Issuer shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee. (d) In accordance with Section 5.03(c), if an Event of Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and (iv4) sell the Trust Estate Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.01(a) or (b), unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the Notes, voting as a single class, consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or interest, (C) the Indenture Trustee determines that the Mortgage Loans will Owner Trust Estate may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of a 66 2/3% of the aggregate Note Balance Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose. Notwithstanding the foregoing, provided that . (e) The Indenture Trustee may fix a Servicing Default shall not have occurred, record date and payment date for any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject payment to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans Noteholders pursuant to this Section 5.04(a)Section. At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee shalla notice that states the related record date, for so long as any principal or accrued interest on the Notes remains unpaid, continue payment date and amount to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. be paid. 26 (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:NAROT 2016-B Indenture)

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingresulted in the acceleration of the Notes, then the Indenture Trustee shall make payments as set forth in Section 5.04(b) of this Indenture, rather than pursuant to Section 5.06(a) of the Sale and Servicing Agreement. (b) Notwithstanding the provisions of Section 5.06(a) of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been accelerated, it shall make the following deposits and distributions on such Distribution Date, to the extent of Available Amounts on deposit in the Collection Account for such Distribution Date, in the following order of priority: (1) pro rata, to the Indenture Trustee, subject the Calculation Agent and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments, as applicable, due pursuant to this Indenture and the Trust Agreement, respectively, but only to the provisions extent that such fees, expenses or indemnity payments, as applicable, have not been paid by the Administrator and have been outstanding for at least sixty (60) days; (2) to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days; (3) to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods; 25 (NAROT 2019-A Indenture) (4) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2a Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2b Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class; (5) to the Class A-1 Noteholders, until the principal amount of the Class A-1 Notes is reduced to zero, and then to the Class A-2a Noteholders, the Class A-2b Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each such Class), until the principal amount for such Class of Notes is reduced to zero; and (6) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. (c) If the Indenture Trustee, as a result of the operation of Section 10.17 hereof5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee. (d) In accordance with Section 5.03(c), if an Event of Default shall have occurred and resulted in the written consent acceleration of the Enhancer mayNotes, or, at the written direction of the Enhancer, shall, Indenture Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders, including electing to maintain the Collateral and to continue to apply the proceeds from the Collateral in accordance with Section 5.04(b); and (iv4) sell the Trust Estate Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.01(a) or (b), unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the NotesNotes consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse at the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement date of such sale or liquidation, (C) the Indenture Trustee determines that the Mortgage Loans will Owner Trust Estate may not continue to provide sufficient funds for the payment on an ongoing basis to make all 26 (NAROT 2019-A Indenture) payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of at least 66 2/3% of the aggregate Note Balance Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose. Notwithstanding the foregoing, provided that . (e) The Indenture Trustee may fix a Servicing Default shall not have occurred, record date and payment date for any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject payment to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans Noteholders pursuant to this Section 5.04(a)Section. At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee shalla notice that states the related record date, for so long as any principal or accrued interest on the Notes remains unpaid, continue payment date and amount to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its termsbe paid. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingresulted in the acceleration of the Notes, then the Indenture Trustee shall make payments as set forth in Section 5.04(b) of this Indenture, rather than pursuant to Section 5.06(a) of the Sale and Servicing Agreement. (b) Notwithstanding the provisions of Section 5.06(a) of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been accelerated, it shall make the following deposits and distributions on such Distribution Date, to the extent of Available Amounts on deposit in the Collection Account for such Distribution Date, in the following order of priority: (1) pro rata, to the Indenture Trustee, subject the Calculation Agent and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments, as applicable, due pursuant to this Indenture and the Trust Agreement, respectively, but only to the provisions extent that such fees, expenses or indemnity payments, as applicable, have not been paid by the Administrator and have been outstanding for at least sixty (60) days; (2) to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days; (3) to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods; 26 (NAROT 2020-B Indenture) (4) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2a Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2b Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class; (5) to the Class A-1 Noteholders, until the principal amount of the Class A-1 Notes is reduced to zero, and then to the Class A-2a Noteholders, the Class A-2b Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each such Class), until the principal amount for such Class of Notes is reduced to zero; and (6) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. (c) If the Indenture Trustee, as a result of the operation of Section 10.17 hereof5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee. (d) In accordance with Section 5.03(c), if an Event of Default shall have occurred and resulted in the written consent acceleration of the Enhancer mayNotes, or, at the written direction of the Enhancer, shall, Indenture Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders, including electing to maintain the Collateral and to continue to apply the proceeds from the Collateral in accordance with Section 5.04(b); and (iv4) sell the Trust Estate Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.01(a) or (b), unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the NotesNotes consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse at the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement date of such sale or liquidation, (C) the Indenture Trustee determines that the Mortgage Loans will Owner Trust Estate may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of at least 66 2/3% of the aggregate Note Balance 27 (NAROT 2020-B Indenture) Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose. Notwithstanding the foregoing, provided that . (e) The Indenture Trustee may fix a Servicing Default shall not have occurred, record date and payment date for any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject payment to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans Noteholders pursuant to this Section 5.04(a)Section. At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee shalla notice that states the related record date, for so long as any principal or accrued interest on the Notes remains unpaid, continue payment date and amount to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its termsbe paid. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then continuing of which a Responsible Officer of the Indenture TrusteeTrustee has actual knowledge, subject to the provisions of Section 10.17 hereof, Indenture Trustee may with the written consent of the Enhancer mayInsurer, or, at the written direction of the EnhancerInsurer, shall or, if an Insurer Default shall be continuing, at the direction of a majority of the Holders of the Notes shall, do one or more of the following, in each case following (subject to Section 5.05:5.5 below): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the related Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance and Reimbursement Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and or the Noteholdersrelated Noteholders or the Insurer; and (iv) sell the Trust Estate or any portion thereof or rights or interest thereintherein in a commercially reasonable manner, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Insurer and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the Notes, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the such Notes for principal and interest and to reimburse the Enhancer Insurer for any amounts drawn under the Policy unreimbursed Insured Payments and any other amounts due the Enhancer Insurer under the Insurance and Reimbursement Agreement or (C) the Indenture Trustee determines that the Mortgage Loans Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Insurer and the Noteholders Holders of 66 66-2/3% of the aggregate Note Balance Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it the Indenture Trustee and the Paying Agent in respect of amounts due on the Senior Interest Participation shall pay out such the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, do one or more of the following, in each case subject to Section 5.05: (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 2/3% of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.07; SECOND: to the Noteholders for amounts due and unpaid on the related Notes for interest, including accrued and unpaid interest on the Notes for any prior Payment Date, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for interest from amounts available in the Trust Estate for such Noteholders, but excluding any Interest Shortfalls; THIRD: to the Noteholders for amounts due and unpaid on the related Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal, from amounts available in the Trust Estate for such Noteholders, until the respective Note Balances of such Notes have been reduced to zero;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, hereof may with the written consent of the Enhancer mayCredit Enhancer, or, or shall at the written direction of the Enhancer, shall, Credit Enhancer do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the NoteholdersHolders of the Notes; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, or, if a Credit Enhancer Default has occurred and is continuing, the Noteholders consent of the Holders of 100% of the aggregate Note Balance Security Balances of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy Policies and any other amounts due the Credit Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Home Equity Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, ; provided further that the Indenture Trustee shall not sell or otherwise liquidate the Trust Estate if the proceeds of such sale or liquidation together with amounts drawn under the Policies will not be sufficient to discharge in full all amounts then due and unpaid upon the Noteholders Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policies and any other amounts due the Credit Enhancer under the Insurance Agreement unless the Indenture Trustee obtains the consent of 66 the Holders of 66-2/3% of the aggregate Note Balance Security Balances of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that so long as a Servicing Default shall has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Home Equity Loans by the Master Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.07;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingresulted in the acceleration of the Notes, the Indenture Trustee shall make payments as set forth in Section 5.04(b) of this Indenture, rather than pursuant to Section 5.06(a) of the Sale and Servicing Agreement. (b) Notwithstanding the provisions of Section 5.06(a) of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been accelerated, it shall make the following deposits and distributions on such Distribution Date, to the extent of Available Amounts on deposit in the Collection Account for such Distribution Date, in the following order of priority: (1) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to this Indenture and the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days; (2) to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days; (3) to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods; (4) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2a Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2b Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class; (5) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, and then to the Class A-2a Noteholders, the Class A-2b Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each such Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes; and (6) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. (c) If the Indenture Trustee, subject to as a result of the provisions operation of Section 10.17 hereof5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee. (d) In accordance with Section 5.03(c), if an Event of Default shall have occurred and resulted in the written consent acceleration of the Enhancer mayNotes, or, at the written direction of the Enhancer, shall, Indenture Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders, including electing to maintain the Collateral and to continue to apply the proceeds from the Collateral in accordance with Section 5.04(b); and (iv4) sell the Trust Estate Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.01(a) or (b), unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the Notes, voting as a single class, consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or interest, (C) the Indenture Trustee determines that the Mortgage Loans will Owner Trust Estate may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of at least 66 2/3% of the aggregate Note Balance Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose. Notwithstanding the foregoing, provided that 26 (NAROT 2016-C Indenture) (e) The Indenture Trustee may fix a Servicing Default shall not have occurred, record date and payment date for any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject payment to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans Noteholders pursuant to this Section 5.04(a)Section. At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee shalla notice that states the related record date, for so long as any principal or accrued interest on the Notes remains unpaid, continue payment date and amount to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its termsbe paid. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, Trustee may do one or more of the following, in each case following (subject to Section 5.05:5.05 and Section 5.15): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance AgreementIndenture Collateral, enforce any judgment obtained, and collect from the Issuer and any other obligor on upon such Notes and from the Notes monies Guarantor upon the Guaranty moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateIndenture Collateral or for enforcement of its rights in the Indenture Collateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the NoteholdersHolders of the Notes; and (iv) sell the Trust Estate Indenture Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Indenture Collateral following an Event of Default, other than a default in the payment of any principal or interest on the Notes for thirty (30) days or more, unless (A) the Indenture Trustee obtains the Holders unanimously consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notesthereto, (B) the proceeds of such sale or liquidation distributable to Noteholders the Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest accrued and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement unpaid interest, or (C) the Indenture Trustee determines that the Mortgage Loans Indenture Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes Notes, in accordance with their respective terms as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of Holders evidencing 66 2/3% of the aggregate Note Balance of the NotesAggregate Outstanding Principal Balance. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate Indenture Collateral for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in pro rata to the following order:Holders. The Indenture Trustee may fix a record date and Payment Date for any payment to Holders pursuant to this Section 5.04. At least five (5) days before such record date, the Issuer shall mail to each Holder and the Indenture Trustee a notice that states the record date, the Payment Date and the amount to be paid.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, Trustee may do one or more of the following, in each case following (subject to Section Sections 5.02 and 5.05:): (i) institute Proceedings in its own name and and/or as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Owner Trust Estate; (iii) exercise any remedies of a secured party under the UCC and any other remedy available to the Indenture Trustee and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and on behalf of the NoteholdersNoteholders under this Indenture; and (iv) sell the Owner Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Owner Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the NotesOutstanding Amount consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders and Certificateholders are sufficient to discharge in full all amounts then due and unpaid upon the such Notes and Certificates for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans Owner Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes and Certificates as they would have become due if the Notes and Certificates had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 2/3100% of the aggregate Note Balance of the NotesOutstanding Amount. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain and relyobtain, at the expense of the Issuer, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article VArticle, it shall pay out such the money or property in the following orderorder and priority: (i) on a pro rata basis, to the Indenture Trustee, the Securities Intermediary, the Delaware Trustee and the Owner Trustee, any amounts due under the Trust Agreement or Section 6.07 hereof; (ii) to the Servicer, for amounts due and unpaid in respect of Nonrecoverable Advances under the Sale and Servicing Agreement; (iii) to the Servicer, for amounts due and unpaid in respect of the Total Servicing Fee under the Sale and Servicing Agreement; (iv) to the Asset Representations Reviewer, any amounts due under the Asset Representations Review Agreement that were not previously paid; (v) to the Noteholders of the Notes of each Class, the Note Interest Distributable Amount ratably in proportion to the Note Interest Distributable Amount for each Class at their respective Interest Rates; (vi) to the Noteholders of Class A-1 Notes, the Outstanding Amount of the Class A-1 Notes, until the Class A-1 Notes are paid in full; (vii) to the Noteholders of the Class A-2, Class A-3 and Class A-4 Notes, pro rata in proportion to the Outstanding Amount of each such Class, until the Class A-2, Class A-3 and Class A-4 Notes are paid in full; (viii) to the Certificate Distribution Account for distribution to the Certificateholders, the Certificate Interest Distributable Amount; (ix) to the Certificate Distribution Account for distribution to the Certificateholders, the outstanding principal amount of the Trust Certificates; and (x) to the Seller, any remaining amount. The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the record date, the payment date and the amount to be paid.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, orTrustee shall, at the written direction of the EnhancerNote Insurer, and if a Note Insurer Default has occurred and is continuing, the Indenture Trustee may and at the direction of the Owners of the Notes representing a majority of the Outstanding Amount of the Notes shall, upon receipt of satisfactory indemnity and assurances, do one or more of the following, in each case following (subject to Section 5.05:5.5): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and Trustee, the NoteholdersNote Insurer or the Owners; and (iv) sell the Trust Estate Collateral or any portion thereof or rights or interest thereintherein in a commercially reasonable manner, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that that, if a Note Insurer Default has occurred and is continuing, the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Owners of 100% of the aggregate Note Balance Outstanding Amount of the NotesNotes consent thereto, (B) the proceeds of such sale or liquidation distributable to Noteholders the Owners are sufficient to discharge in full all amounts then due and unpaid upon the such Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Owners of 66 66-2/3% of the aggregate Note Balance Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate Collateral for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, hereof may with the written consent of the Enhancer mayCredit Enhancer, or, or shall at the written direction of the Credit Enhancer, shall, do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the NoteholdersHolders of the Notes; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Balance and Notional Amount, as applicable, of the Notes and the Credit Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation Sale distributable to Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy Credit Enhancement Instrument and any other amounts due the Credit Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Home Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, and of the Noteholders Holders of 66 2/3% of the aggregate Note Balance (for which purpose the Class A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount) of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Following an Event of Liquidation, on the related Dissolution Payment Date the Indenture Trustee shall make a draw on the Credit Enhancement Instrument in an amount equal to the Dissolution Draw, less any payments made to the Indenture Trustee with respect to that date under the Limited Reimbursement Agreement, pursuant to Section 3.27 and shall distribute such amount as set forth in Section 5.04(b) below. Notwithstanding the foregoing, provided that so long as a Servicing Default shall has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Home Loans by the Master Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.07; SECOND: to the Holders of the Notes for amounts due and unpaid on the Notes for interest, according to the amounts due and payable on such Notes for interest from amounts available in the Trust Estate for such Noteholders; THIRD: on a pro rata basis, (A) to Holders of the Notes, other than the Class A- IO Notes, for amounts due and unpaid on the Notes for principal, from amounts available in the Trust Estate for such Noteholders, according to the amounts due and payable on the Notes for principal, until the related Note Balances of the Notes are reduced to zero, and (B) to the Class A-IO Notes, the Adjusted Issue Price;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Credit Enhancer may, or, at the written direction of the Credit Enhancer, shall, do one or more of the following, in each case subject to Section 5.05: (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy and any other amounts due the Credit Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Home Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 2/3% of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Home Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Home Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its termsthe terms of the Policy. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingresulted in the acceleration of the Notes, then the Indenture Trustee shall make payments as set forth in Section 5.04(b) of this Indenture, rather than pursuant to Section 5.06(a) of the Sale and Servicing Agreement. (b) Notwithstanding the provisions of Section 5.06(a) of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been accelerated, it shall make the following deposits and distributions on such Distribution Date, to the extent of Available Amounts on deposit in the Collection Account for such Distribution Date, in the following order of priority: (1) pro rata, to the Indenture Trustee, subject the Calculation Agent and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments, as applicable, due pursuant to this Indenture and the Trust Agreement, respectively, but only to the provisions extent that such fees, expenses or indemnity payments, as applicable, have not been paid by the Administrator and have been outstanding for at least sixty (60) days; (2) to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days; (3) to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods; (4) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2a Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2b Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class; (5) to the Class A-1 Noteholders, until the principal amount of the Class A-1 Notes is reduced to zero, and then to the Class A-2a Noteholders, the Class A-2b Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each such Class), until the principal amount for such Class of Notes is reduced to zero; and (6) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. 27 (NAROT 2019-C Indenture) (c) If the Indenture Trustee, as a result of the operation of Section 10.17 hereof5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee. (d) In accordance with Section 5.03(c), if an Event of Default shall have occurred and resulted in the written consent acceleration of the Enhancer mayNotes, or, at the written direction of the Enhancer, shall, Indenture Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders, including electing to maintain the Collateral and to continue to apply the proceeds from the Collateral in accordance with Section 5.04(b); and (iv4) sell the Trust Estate Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.01(a) or (b), unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the NotesNotes consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse at the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement date of such sale or liquidation, (C) the Indenture Trustee determines that the Mortgage Loans will Owner Trust Estate may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of at least 66 2/3% of the aggregate Note Balance Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose. Notwithstanding the foregoing, provided that . (e) The Indenture Trustee may fix a Servicing Default shall not have occurred, record date and payment date for any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject payment to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans Noteholders pursuant to this Section 5.04(a)Section. At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee shalla notice that states the related record date, for so long as any principal or accrued interest on the Notes remains unpaid, continue payment date and amount to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. be paid. 28 (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:NAROT 2019-C Indenture)

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then continuing of which a Responsible Officer of the Indenture TrusteeTrustee has actual knowledge, subject to the provisions of Section 10.17 hereof, Indenture Trustee may with the written consent of the Enhancer mayInsurer, or, at the written direction of the EnhancerInsurer, shall or, if an Insurer Default shall be continuing, at the direction of a majority of the Holders of the Notes shall, do one or more of the following, in each case following (subject to Section 5.05:5.5 below): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the related Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and or the Noteholdersrelated Noteholders or the Insurer; and (iv) sell the Trust Estate Collateral or any portion thereof or rights or interest thereintherein in a commercially reasonable manner, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate any Collateral following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Insurer and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the Notes, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the such Notes for principal and interest and to reimburse the Enhancer Insurer for any amounts drawn under the Policy unreimbursed Insured Payments and any other amounts due the Enhancer Insurer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans Collateral in the aggregate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Insurer and the Noteholders Holders of 66 66-2/3% of the aggregate Note Balance Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate Estates for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it the Indenture Trustee, shall pay out such the money or property in the following order:, appropriately allocated between each Group on the basis of the Collateral securing each Group: FIRST: to the Indenture Trustee for the Indenture Trustee Fee or Transition Expenses then due and any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V and to the Owner Trustee for the Owner Trustee Fee then due, each with respect to each Group; SECOND: any amounts payable to the Servicer pursuant to Section 5.01 of the Sale and Servicing Agreement (so long as not Insurer Default as defined in clause (i) of the definition thereof has occurred and is continuing) and any premium owing to the Insurer each with respect to each Group; THIRD: to the Noteholders for amounts due and unpaid on the related Notes for each Group for interest pro rata, according to the amounts due and payable on such Notes;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, hereof may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer Issuing Entity and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the NoteholdersHolders of the Notes; (iv) [Reserved] (v) refrain from selling the Trust Estate (unless otherwise directed by a majority of noteholders) and continue to apply all amounts received thereon to payments on the Notes in accordance with Section 3.05; and (ivvi) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; . provided, however, that the Indenture Trustee may not must sell or otherwise liquidate the Trust Estate following an Event of Default, unless if (Ai) the Holders of the Notes representing not less than a majority of the Note Balance of all of the Notes direct the Indenture Trustee obtains to sell or otherwise liquidate the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement Trust Estate or (Cii) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for (A) the payment of expenses under this Indenture and (B) the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 2/3% of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (BA) and (C) aboveB), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that so long as a Servicing Default shall has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor on the such Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the NoteholdersHolders of the Notes; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of DefaultDefault unless, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the NotesNotes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the on such Notes for in respect of principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement interest, or (C) with respect to an Event of Default set forth in Section 5.01(i) or (ii), the Indenture Trustee determines that the Mortgage Loans Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 66 2/3% at least two thirds of the aggregate Note Balance Outstanding Amount of the NotesControlling Class. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, at the Issuer's expense and paid in the priority set forth in Section 5.06(b) of the Sale and Servicing Agreement, but need not, obtain and rely, and shall be protected in relying in good faith, conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Trust Estate is sold or liquidated pursuant to Section 5.04(a)(iv) and the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.07; SECOND: to the Class A Noteholders for amounts due and unpaid on the Notes in respect of interest (including any premium), ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes in respect of interest (including any premium);

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing and if an acceleration has been declared and not rescinded pursuant to Section 5.02 hereof, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, 10.16 hereof and with the written consent of the Enhancer mayNote Insurer so long as no Note Insurer Default exists, ormay and, at the written direction of the EnhancerNote Insurer so long as no Note Insurer Default exists, shall, do one or more of the following, in each case following (subject to Section 5.05:5.05 hereof): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Holders of the Notes and the NoteholdersNote Insurer; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that so long as a Note Insurer Default exists, the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance of the NotesPrincipal Balance, (B) the proceeds of such sale or liquidation distributable to Noteholders the Holders of the Notes are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Enhancer Note Insurer for any amounts drawn under the Note Insurance Policy and any other amounts due to the Enhancer Note Insurer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance of the NotesPrincipal Balance. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:; provided, however, that any amounts representing payments from the Note Insurer shall be used only to pay interest and principal to the Noteholders pursuant to clauses THIRD and FOURTH below: FIRST: to the Indenture Trustee for amounts due under Section 6.07 hereof; SECOND: to the Note Insurer, provided no Note Insurer Default exists, with respect to any Premium Amount then due;

Remedies; Priorities. (a) If an Event of Default (other than an Event of Default under Section 5.01(g)) shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes Securitization Bonds or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, and all amounts payable under and, subject to the Insurance Agreementlimitations on recovery set forth herein, enforce any judgment obtained, and collect from the Issuer and or any other obligor on the Notes monies moneys adjudged due, upon the Securitization Bonds; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateSecuritization Bond Collateral; (iii) exercise any remedies of a secured party under the UCC UCC, the Statute or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; andHolders of the Securitization Bonds; (iv) at the written direction of the Holders of a majority of the Outstanding Amount of the Securitization Bonds, either sell the Trust Estate Securitization Bond Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law, or elect that the Issuer maintain possession of all or a portion of the Securitization Bond Collateral pursuant to Section 5.05 and continue to apply the Securitization Charge Collection as if there had been no declaration of acceleration; and (v) exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Administrator, DTE Electric or the Servicer under or in connection with, and pursuant to the terms of, the Sale Agreement, the Administration Agreement, any Intercreditor Agreement or the Servicing Agreement; provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Trust Estate Securitization Bond Collateral following such an Event of Default, other than an Event of Default described in Section 5.01(a) or Section 5.01(b) unless (A) the Indenture Trustee obtains the consent Holders of one hundred (100) percent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% Outstanding Amount of the aggregate Note Balance of the NotesSecuritization Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to Noteholders the Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes Securitization Bonds for principal principal, premium, if any, and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other after taking into account payment of all amounts due prior thereto pursuant to the Enhancer under the Insurance Agreement priorities set forth in Section 8.02(e) or (C) the Indenture Trustee determines that the Mortgage Loans Securitization Bond Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Securitization Bonds as they would have become due if the Notes Securitization Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of the Enhancer, which consent will not be unreasonably withheld, Holders of at least sixty-six and the Noteholders of two-thirds (66 2/3% ) percent of the aggregate Note Balance Outstanding Amount of the NotesSecuritization Bonds. In determining such sufficiency or insufficiency with respect to clause (B) above and clause (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate Securitization Bond Collateral for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If an Event of Default under Section 5.01(g) shall have occurred and be continuing, the Indenture Trustee, for the benefit of the Secured Parties, shall be entitled and empowered, to the extent permitted by applicable law, to institute or participate in Proceedings necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee as a result of any such Event of Default, and may prosecute any such Proceeding to final judgment or decree. Such remedy shall be the only remedy that the Indenture Trustee may exercise if the only Event of Default that has occurred and is continuing is an Event of Default under Section 5.01(g). (c) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(e).

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, hereof may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer Issuing Entity and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Holders of the Notes and the NoteholdersCredit Enhancer; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; providedPROVIDED, howeverHOWEVER, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Principal Balances of the Notes and the Credit Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy Credit Enhancement Instrument and any other amounts due the Credit Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, and of the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Principal Balances of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoingfore going, provided that a Servicing Default shall so long as an Event of Servicer Termination has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing Servicing of the Mortgage Loans by the Master Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, hereof may do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Holders of the Notes and the NoteholdersNote Insurer; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the EnhancerHolders of 100% of the aggregate Principal Balances of the Notes and the Note Insurer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Enhancer Note Insurer for any amounts drawn under the Note Insurance Policy and any other amounts due the Enhancer Note Insurer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the EnhancerNote Insurer, which consent will not be unreasonably withheld, and of the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Principal Balances of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall so long as an Event of Servicer Termination has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing Servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.07; SECOND: to each Class of Noteholders for amounts due and unpaid on the related Class Notes for interest and to each Noteholder of such Class in each case, ratably, without preference or priority of any kind, according to the amounts due and payable on such Class of Notes for interest from amounts available in the Trust Estate for such Noteholders; THIRD: to Holders of each Class of Notes for amounts due and unpaid on the related Class of Notes for principal, from amounts available in the Trust Estate for such Noteholders, and to each Noteholder of such Class in each case ratably, without preference or priority of any kind, according to the amounts due and payable on such Class of Notes for principal, until the Security Balances of each Class of Notes is reduced to zero;

Remedies; Priorities. (a) If an Event of Default shall have has occurred and be is continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, 11.16 may with the written consent of the Enhancer mayCredit Enhancer, or, and at the written direction of the Enhancer, Credit Enhancer shall, do one or more any of the following, in each case following (subject to Section 5.05: 5.11): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect theretoIndenture, whether by declaration or otherwise, and all amounts payable under the Insurance Sale and Servicing Agreement, and enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies moneys adjudged due; ; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; Collateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Credit Enhancer, and the Noteholders; and (iv) exercise all rights of the Issuer in connection with the Purchase Agreement and the Sale and Servicing Agreement against the Sponsor, the Depositor, or the Master Servicer or otherwise; and (v) sell the Trust Estate or any portion thereof of the Collateral or rights or interest thereininterests in it as directed by the Credit Enhancer, at one or more public or private sales called and conducted in any manner permitted by law; provided. However, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, Default unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Credit Enhancer and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the Notes, (B) the proceeds of such the sale or liquidation distributable to the Noteholders and the Credit Enhancer are sufficient to discharge in full all amounts then due and unpaid upon on the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy unreimbursed Credit Enhancer Draw Amounts and any other amounts due the Credit Enhancer under the Insurance Agreement Agreement, or (C) the Indenture Trustee determines that the Mortgage Loans Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Credit Enhancer and the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Outstanding Amount of the Notes. In determining such the sufficiency or insufficiency with respect to under clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such the proposed action and as to the sufficiency of the Trust Estate Collateral for such the purpose. Notwithstanding If a Credit Enhancer Defaults exists at the foregoing, provided that a Servicing Default shall not have occurred, time any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall consent is required or direction may be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to given under this Section 5.04(a5.05(a), the Indenture Trustee shall, for so long as any principal consent or accrued interest on direction shall be by Holders representing at least 662/3% of the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under Outstanding Amount instead of by the Policy in accordance with its termsCredit Enhancer. (b) If the Indenture Trustee collects any money or property pursuant to under this Article VArticle, it shall pay out such the money or property in the following order:: FIRST: to the Indenture Trustee for the fee of the Indenture Trustee (separately agreed to between the Master Servicer and the Indenture Trustee) then due and any expenses incurred by it in connection with the enforcement of the remedies under this Article and to the Owner Trustee for the fee of the Owner Trustee (separately agreed to between the Master Servicer and the Owner Trustee) then due and any expenses due to the Owner Trustee under any of the Transaction Documents; SECOND: any premium owing to the Credit Enhancer; THIRD: to the Noteholders for interest due on the Notes, pro rata according to the amounts due on the Notes for interest;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, do one or more of the following, in each case subject to Section 5.05: (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 2/3% of the aggregate Note Balance Voting Rights of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its termsthe terms of the Policy. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, do one or more of the following, in each case subject to Section 5.05: (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 2/3% of the aggregate Note Balance Voting Rights of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its termsthe terms of the Policy. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order: FIRST: to the Indenture Trustee for amounts due under Section 6.07; SECOND:to the Noteholders for amounts due and unpaid on the related Notes for interest, including accrued and unpaid interest on the Notes for any prior Payment Date, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for interest from amounts available in the Trust Estate for such Noteholders, but excluding any Interest Shortfalls; THIRD: to the Noteholders for amounts due and unpaid on the related Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal, from amounts available in the Trust Estate for such Noteholders, until the respective Note Balances of such Notes have been reduced to zero;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing and if an acceleration has been declared and not rescinded pursuant to Section 5.02 hereof, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, 10.16 hereof may (with the written consent of the Enhancer mayNote Insurer if no Insurer Default has occurred), orand shall, at the written direction of the Enhancer, shallControlling Party, do one or more of the following, in each case following (subject to Section 5.05:5.05 hereof): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, otherwise enforce any judgment obtained, and collect from the Issuer Issuing Entity and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the NoteholdersHolders of the Notes; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and Note Insurer (unless an Insurer Default shall have occurred) or the Noteholders Holders of 100% of the aggregate Note Balance of the NotesNotes (if an Insurer Default shall have occurred), (B) the proceeds of such sale or liquidation distributable to Noteholders the Holders of the Notes and the Note Insurer are sufficient to discharge in full all amounts then due and unpaid upon the such Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other all amounts due and unpaid to the Enhancer under the Insurance Agreement Note Insurer or (C) the Indenture Trustee determines that the Mortgage Loans Contracts will not continue to provide sufficient funds for the payment of principal of and interest Interest Payment Amounts due on the applicable Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and Note Insurer (unless an Insurer Default shall have occurred) or of the Noteholders Holders of 66 at least 66-2/3% of the aggregate Note Balance of the NotesNotes (if an Insurer Default shall have occurred). In determining such sufficiency or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:and

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingresulted in the acceleration of the Notes, the Indenture Trustee shall make payments as set forth in Section 5.04(b) of this Indenture, rather than pursuant to Section 5.06(a) of the Sale and Servicing Agreement. (b) Notwithstanding the provisions of Section 5.06(a) of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been accelerated, it shall make the following deposits and distributions on such Distribution Date, to the extent of Available Amounts on deposit in the Collection Account for such Distribution Date, in the following order of priority: (1) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to this Indenture and the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days; (2) to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days; (3) to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods; (4) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2a Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2b Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class; (5) to the Class A-1 Noteholders, until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes, and then to the Class A-2a Noteholders, the Class A-2b Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each such Class), until the total amount paid to such Noteholders in respect of principal from the Closing Date is equal to the Original Principal Amount for such Class of Notes; and (6) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. (c) If the Indenture Trustee, subject to as a result of the provisions operation of Section 10.17 hereof5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee. (d) In accordance with Section 5.03(c), if an Event of Default shall have occurred and resulted in the written consent acceleration of the Enhancer mayNotes, or, at the written direction of the Enhancer, shall, Indenture Trustee may do one or more of the following, in each case following (subject to Section 5.05:): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders, including electing to maintain the Collateral and to continue to apply the proceeds from the Collateral in accordance with Section 5.04(b); and (iv4) sell the Trust Estate Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.01(a) or (b), unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the NotesNotes consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse at the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement date of such sale or liquidation, (C) the Indenture Trustee determines that the Mortgage Loans will Owner Trust Estate may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders 27 (NAROT 2017-C Indenture) of at least 66 2/3% of the aggregate Note Balance Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose. Notwithstanding the foregoing, provided that . (e) The Indenture Trustee may fix a Servicing Default shall not have occurred, record date and payment date for any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject payment to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans Noteholders pursuant to this Section 5.04(a)Section. At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee shalla notice that states the related record date, for so long as any principal or accrued interest on the Notes remains unpaid, continue payment date and amount to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its termsbe paid. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, do one or more of the following, in each case subject to Section 5.05: (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 2/3% of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing in respect of the Outstanding Notes and the Outstanding Notes have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, Trustee may do one or more of the following, in each case subject to Section 5.05: (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Outstanding Notes or under this Indenture with respect theretoto such Notes, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Outstanding Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Indenture Trust EstateEstate securing the Outstanding Notes; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and (iv) sell the Indenture Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii), unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance Outstanding Amount of the NotesNotes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Outstanding Notes and any Trust Swap Payments for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans Indenture Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes and any Trust Swap Payments as they would have become due if the Outstanding Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 at least 66-2/3% of the aggregate Note Balance Outstanding Amount of Notes; provided, further, that the Indenture Trustee may not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii), unless (D) the proceeds of such sale or liquidation distributable to the Subordinated Noteholders are sufficient to enable the Indenture Trustee to pay amounts due on the Subordinated Notes (as provided in clauses FOURTH and FIFTH of Section 5.4(b) below), or (E) following notice that the proceeds of such sale or liquidation distributable to the Subordinated Noteholders would be insufficient to pay amounts due on the Subordinated Notes (as provided in clauses FOURTH and FIFTH of Section 5.4(b) below), Subordinated Noteholders of at least a majority of the NotesOutstanding Amount of Subordinated Notes consent thereto. In determining such sufficiency or insufficiency with respect to clause clauses (B) and through (C) aboveE), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Indenture Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing and if an acceleration has been declared and not rescinded pursuant to Section 5.02 hereof, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer 10.16 hereof may, orand shall, at the written direction of the Enhancer, shallHolders of a majority of the aggregate Bond Principal Balances of the Bonds, do one or more of the following, in each case following (subject to Section 5.05:5.05 hereof): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes Bonds or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, otherwise enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes upon such Xxxxx monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the NoteholdersHolders of the Bonds; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; providedPROVIDED, howeverHOWEVER, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Bond Principal Balance of the NotesBonds and 50% of the aggregate Notional Amount of the Class A-IO Bonds, (B) the proceeds of such sale or liquidation distributable to Noteholders the Holders of the Bonds are sufficient to discharge in full all amounts then due and unpaid upon the Notes such Bonds for principal and interest and to reimburse the Enhancer Bond Insurer for any amounts drawn under the Bond Insurance Policy and any other amounts due to the Enhancer Bond Insurer under the Bond Insurance Agreement Policy or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes applicable Bonds as they would have become due if the Notes Bonds had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 66 2/3% a majority of the aggregate Note Bond Principal Balance of the NotesBonds and a majority of the aggregate Notional Amount of the Class A-IO Bonds. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion (obtained at the expense of the Trust) of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall so long as an Event of Servicer Termination has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Master Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property with respect to the Mortgage Loans pursuant to this Article V, it shall pay out such the money or property in the following order:; provided, however, that any amounts representing payments from the Bond Insurer shall only be used to pay interest and principal to the Class A-3W Bondholders pursuant to clauses FOURTH and FIFTH below: FIRST: to the Indenture Trustee for amounts due under Section 6.07 hereof; SECOND: to the related Derivative Contract Counterparty, any amounts owed under the Derivative Contracts, other than any Additional Derivative Contract Counterparty Payment;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing and if an acceleration has been declared and not rescinded pursuant to Section 5.02 hereof, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, 10.16 hereof may with the written consent of the Enhancer mayBond Insurer, orso long as a Bond Insurer Default does not exist, and shall at the written direction of the Enhancer, shallBond Insurer so long as no Bond Insurer Default exists, do one or more of the following, in each case following (subject to Section 5.05:5.05 hereof): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes Bonds or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes upon such Bonds monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the NoteholdersHolders of the Bonds and the Bond Insurer; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; providedPROVIDED, howeverHOWEVER, that so long as a Bond Insurer Default exists the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance of the NotesBond Principal Balance, (B) the proceeds of such sale or liquidation distributable to Noteholders the Holders of the Bonds are sufficient to discharge in full all amounts then due and unpaid upon the Notes Bonds for principal and interest and to reimburse the Enhancer Bond Insurer for any amounts drawn under the Bond Insurance Policy and any other amounts due to the Enhancer Bond Insurer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes Bonds as they would have become due if the Notes Bonds had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance of the NotesBond Principal Balance. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion (obtained at the expense of the Trust) of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall so long as an Event of Servicer Termination has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Master Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:; PROVIDED, HOWEVER, that any amounts representing payments from the Bond Insurer shall only be used to pay interest and principal to the Class A Bondholders pursuant to clauses THIRD and FOURTH below: FIRST: to the Indenture Trustee for amounts due under Section 6.07 hereof; SECOND: to the Bond Insurer, provided no Bond Insurer Default exists, with respect to any Premium Amount then due to the extent unpaid pursuant to the Servicing Agreement; THIRD: to the Bondholders for amounts due and unpaid on the Bonds (other than Unpaid Interest Shortfalls and Basis Risk Shortfall Carry-Forward Amounts) with respect to interest, first, to the Class A Bondholders and second, to the Class B Bondholders, according to the amounts due and payable on the Bonds for interest;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, hereof may with the written consent of the Enhancer mayCredit Enhancer, or, or shall at the written direction of the Enhancer, shall, Credit Enhancer do one or more of the following, in each case following (subject to Section 5.05:): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the NoteholdersHolders of the Notes; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, or, if a Credit Enhancer Default has occurred and is continuing, the Noteholders consent of the Holders of 100% of the aggregate Note Balance Security Balances of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy and any other amounts due the Credit Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Home Equity Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, ; provided further that the Indenture Trustee shall not sell or otherwise liquidate the Trust Estate if the proceeds of such sale or liquidation together with amounts drawn under the Policy will not be sufficient to discharge in full all amounts then due and unpaid upon the Noteholders Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy and any other amounts due the Credit Enhancer under the Insurance Agreement unless the Indenture Trustee obtains the consent of 66 the Holders of 66-2/3% of the aggregate Note Balance Security Balances of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that so long as a Servicing Default shall has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Home Equity Loans by the Master Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order: FIRST: to the Indenture Trustee for amounts due under Section 6.07; SECOND:to Holders of the Class A Notes and Variable Funding Notes for amounts due and unpaid on the related Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for interest from amounts available in the Trust Estate for such Noteholders; THIRD: to Holders of the Class A Notes and Variable Funding Notes for amounts due and unpaid on the related Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal, from amounts available in the Trust Estate for such Noteholders, until the Security Balances of such Notes have been reduced to zero;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, do one or more of the following, in each case subject to Section 5.05: (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Enhancer for any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 2/3% of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms.; (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.07; SECOND: to the Noteholders of each Class of Notes, pro rata, for amounts due and unpaid on the related Notes for interest, including accrued and unpaid interest on the Notes for any prior Payment Date, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for interest from amounts available in the Trust Estate for such Noteholders, other than amounts in respect of Interest Carryforward Amounts; THIRD: to the Noteholders of each Class of Notes, pro rata, for amounts due and unpaid on the related Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal, from amounts available in the Trust Estate for such Noteholders, until the respective Note Balances of such Class have been reduced to zero; FOURTH: to the payment of all amounts due and owing the Enhancer under the Insurance Agreement; FIFTH: to the Certificate Paying Agent for amounts due under Article VIII of the Trust Agreement; and SEVENTH: to the payment of the remainder, if any, to the Issuer or any other person legally entitled thereto. The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.04. At least 15 days before such record date, the Indenture Trustee shall mail to each Noteholder a notice that states the record date, the payment date and the amount to be paid.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing and if an acceleration has been declared and not rescinded pursuant to Section 5.02 hereof, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, 10.16 hereof and with the written consent of the Enhancer mayBond Insurer so long as no Bond Insurer Default exists, ormay and, at the written direction of the EnhancerBond Insurer so long as no Bond Insurer Default exists, shall, do one or more of the following, in each case following (subject to Section 5.05:5.05 hereof): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes Bonds or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes upon such Bonds monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Holders of the Bonds and the NoteholdersBond Insurer; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that so long as a Bond Insurer Default exists, the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Balance of the NotesBond Principal Balance, (B) the proceeds of such sale or liquidation distributable to Noteholders the Holders of the Bonds are sufficient to discharge in full all amounts then due and unpaid upon the Notes Bonds for principal and interest and to reimburse the Enhancer Bond Insurer for any amounts drawn under the Bond Insurance Policy and any other amounts due to the Enhancer Bond Insurer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes Bonds as they would have become due if the Notes Bonds had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance of the NotesBond Principal Balance. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:; provided, however, that any amounts representing payments from the Bond Insurer shall only be used to pay interest and principal to the Bondholders pursuant to clauses FOURTH and FIFTH below: FIRST: to the Indenture Trustee for amounts due under Section 6.07 hereof; SECOND: to the Bond Insurer, provided no Bond Insurer Default exists, with respect to any Bond Insurance Premium then due; THIRD: to the CAP Provider, any amounts then due and owing under the CAP Agreements to the extent such amounts have not been paid by the Servicer out of the Collection Account pursuant to Section 3.10 of the Servicing Agreement; provided, however, that no such amounts in respect of termination payments shall be paid unless (A) the Bond Insurer has directed a termination of the CAP Agreements pursuant to the terms thereof, or (B) the Bond Insurer has failed to pay any insured amount to the CAP Provider under the CAP Agreement Insurance Policy;

Remedies; Priorities. (a) If an Event of Default shall have has occurred and be is continuing, then and the Indenture TrusteeNotes have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, subject to the provisions of Section 10.17 11.15 hereof, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, Trustee may do one or more of the following, in each case following (subject to the provisions of this Section 5.05:5.04 and Section 5.15): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Sale and Servicing Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the upon such Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateIndenture Collateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the NoteholdersHolders of the Notes; and (iv) sell the Trust Estate Indenture Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Indenture Collateral following and during the continuance of an Event of Default, Default unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will Notes have been declared or have otherwise become immediately due and payable in accordance with Section 5.02 and such declaration or acceleration and its consequences have not be unreasonably withheld, been rescinded and the Noteholders of 100% of the aggregate Note Balance of the Notes, annulled and (B) either (1) (x) the proceeds of such sale Sale or liquidation distributable to Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Offered Notes for principal and interest interest, to pay all amounts then due and payable to the Trustee and the Owner Trustee and to reimburse the Enhancer Servicer for any amounts drawn under outstanding unreimbursed Servicing Advances, Scheduled Payment Advances, Nonrecoverable Advances, Servicing Fee and Deferred Servicing Fee, together with any interest due thereon and (y) the Policy and any other amounts due the Enhancer under the Insurance Agreement Majority Noteholders consent to such Sale or (C2) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment a majority of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent each Class of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 2/3% of the aggregate Note Balance of the NotesOffered Notes then Outstanding (each voting as a separate Class) consents to such sale. In determining whether the proceeds of such sufficiency Sale or insufficiency with respect liquidation distributable to the Noteholders and the other parties entitled thereto are sufficient to discharge in full the amounts referenced in clause (B) and (CB)(1)(x) above, the Indenture Trustee may, but need not, obtain and relyobtain, at the Issuer’s expense, and shall be protected in relying in good faith, rely upon an opinion of an Independent independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate expected sales proceeds of the Indenture Collateral for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) Following any Event of Default and prior to the liquidation in full of all Revolving Loans and Delayed Draw Term Loans included in the Indenture Collateral, the Trustee will not remove any funds from the Exposure Reserve Account other than to fund Obligor draws with respect to outstanding Exposure Amounts if, as a result of such withdrawal, the aggregate Exposure Amounts would exceed the funds remaining on deposit in the Exposure Reserve Account. (c) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out distribute such money or property in accordance with Section 7.05(c) of the following order:Sale and Servicing Agreement. The Trustee may fix a record date and distribution date (which may be a date other than a Distribution Date) for any payment to Noteholders pursuant to this Section 5.04. At least five days before such record date, the Issuer shall mail to each Noteholder and the Trustee a notice that states the record date, the distribution date and the amount to be paid.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing and if an acceleration has been declared and not rescinded pursuant to Section 5.02 hereof, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, 10.16 hereof may with the written consent of the Enhancer mayBond Insurer, orso long as a Bond Insurer Default does not exist, and shall at the written direction of the EnhancerBond Insurer so long as no Bond Insurer Default exists, shall, in each case do one or more of the following, in each case following (subject to Section 5.05:5.05 hereof): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes Bonds or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes upon such Bonds monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the NoteholdersHolders of the Bonds and the Bond Insurer; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; providedPROVIDED, howeverHOWEVER, that so long as a Bond Insurer Default exists the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains (i) the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Bond Principal Balance of the NotesGroup 1 Bonds and Group 2 Bonds and/or (ii) the consent of the Holders of 100% of the aggregate Bond Principal Balance of the Group 3 Bonds and 50% of the Notional Amount of the Class 3-A-IO Bonds, (B) the proceeds of such sale or liquidation distributable to Noteholders the Holders of the applicable Bonds are sufficient to discharge in full all amounts then due and unpaid upon the Notes such Bonds for principal and interest and to reimburse the Enhancer Bond Insurer for any amounts drawn under the Bond Insurance Policy and any other amounts due to the Enhancer Bond Insurer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes applicable Bonds as they would have become due if the Notes Bonds had not been declared due and payable, and the Indenture Trustee obtains (i) the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 66 2/3% a majority of the aggregate Note Bond Principal Balance of the NotesGroup 1 Bonds and Group 2 Bonds and/or (ii) the consent of the Holders of a majority of the aggregate Bond Principal Balance of the Group 1 Bonds and a majority of the Notional Amount of the Class 3-A-IO Bonds. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion (obtained at the expense of the Trust) of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall so long as an Event of Servicer Termination has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Master Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property with respect to the Group 1 Loans or Group 2 Loans pursuant to this Article V, it shall pay out such the money or property in the following order:; PROVIDED, HOWEVER, that any amounts representing payments from the Bond Insurer shall only be used to pay interest and principal to the Class 1-A-1 Bondholders and Class 2-A-1 Bondholders pursuant to clauses FOURTH and FIFTH below: FIRST: to the Indenture Trustee for amounts due under Section 6.07 hereof; SECOND: to the Derivative Contract Counterparty, any amounts owed under the Derivative Contracts, other than any Additional Derivative Counterparty Payment; THIRD: to the Bond Insurer, provided no Bond Insurer Default exists, with respect to any Premium Amount then due to the extent unpaid pursuant to the Servicing Agreement; FOURTH: to the Bondholders for amounts due and unpaid on the Bonds (other than Unpaid Interest Shortfalls and Basis Risk Shortfall Carry-Forward Amounts) with respect to interest, first, to the Class 1-A-1 Bondholders and Class 2-A-1 Bondholders, concurrently, and second, to the Class 1-B-1 Bondholders, according to the amounts due and payable on the Bonds for interest; FIFTH: to Bondholders for amounts due and unpaid on the Class 1-A-1, Class 2-A-1 and Class 1-B-1 Bonds with respect to principal, and to each Bondholder ratably, without preference or priority of any kind, according to the amounts due and payable on such Bonds for principal, until the Bond Principal Balance of each such Class is reduced to zero; SIXTH: to the payment of all amounts due and owing to the Bond Insurer under the Insurance Agreement (including any Premium Amount not paid pursuant to clause THIRD above);

Remedies; Priorities. (a) If an Event of Default shall have has occurred and be is continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, 11.16 may with the written consent of the Enhancer mayCredit Enhancer, or, and at the written direction of the Enhancer, Credit Enhancer shall, do one or more any of the following, in each case following (subject to Section 5.05:5.11): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect theretoIndenture, whether by declaration or otherwise, and all amounts payable under the Insurance Sale and Servicing Agreement, and enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Credit Enhancer, and the Noteholders; (iv) exercise all rights of the Issuer in connection with the Purchase Agreement and the Sale and Servicing Agreement against the Sponsor, the Depositor, or the Master Servicer or otherwise; and (ivv) sell the Trust Estate or any portion thereof of the Collateral or rights or interest thereininterests in it as directed by the Credit Enhancer, at one or more public or private sales called and conducted in any manner permitted by law; provided. The Indenture Trustee, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, unless Default unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Credit Enhancer and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the Notes, Notes of all Classes, (B) the proceeds of such the sale or liquidation distributable to Noteholders the Secured Parties are sufficient to discharge in full all amounts then due and unpaid upon on the Principal Amount Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy unreimbursed Credit Enhancement Draw Amounts and any other amounts due the Credit Enhancer under the Insurance Agreement or Agreement, or (C) the Indenture Trustee determines that the Mortgage Loans Collateral will not continue to provide sufficient funds for the payment of principal of the Principal Amount Notes and interest on the Interest Bearing Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Credit Enhancer and the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Outstanding Amount of the NotesNotes of all Classes. In determining such the sufficiency or insufficiency with respect to under clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon rely on an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such the proposed action and as to the sufficiency of the Trust Estate Collateral for such the purpose. Notwithstanding If a Credit Enhancer Default exists at the foregoing, provided that a Servicing Default shall not have occurred, time any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall consent is required or direction may be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to given under this Section 5.04(a5.05(a), the Indenture Trustee shall, for so long as any principal consent or accrued interest on direction shall be by Holders representing at least 66-2/3% of the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under Outstanding Amount of all Classes instead of by the Policy in accordance with its termsCredit Enhancer. (b) If the Indenture Trustee collects any money or property pursuant with respect to a Loan Group under this Article VArticle, it shall pay out such the money or property in the following order:order with respect to the Loan Group: FIRST: to the Indenture Trustee for the fee of the Indenture Trustee (separately agreed to between the Master Servicer and the Indenture Trustee) then due and any expenses incurred by it in connection with the enforcement of the remedies under this Article and to the Owner Trustee for the fee of the Owner Trustee (separately agreed to between the Master Servicer and the Owner Trustee) then due and any expenses due to the Owner Trustee under any of the Transaction Documents and to the Co-Trustee for the fee of the Co-Trustee then due and any expenses due to the Co-Trustee incurred by it under any of the Transaction Documents, each with respect to the relevant Loan Group; SECOND: any premium owing to the Credit Enhancer, with respect to the relevant Loan Group; THIRD: to the Noteholders of the related Classes of Notes for interest due on the related Interest Bearing Notes (except for Basis Risk Carryforward), pro rata according to the amounts due on those Notes for interest; FOURTH: to the related Noteholders for amounts due on the related Principal Amount Notes for principal, pro rata according to the principal due on those Notes, until the Note Principal Balance of each Class of Notes is reduced to zero; FIFTH: to the unrelated Noteholders, any amounts that if they were being paid on a Payment Date pursuant to Section 8.03 would be Crossover Amounts payable on the unrelated Notes and principal on the unrelated Noteholders until the principal balance of the unrelated Class of Principal Amount Notes is reduced to zero; SIXTH: to the Credit Enhancer, any other amounts owed to the Credit Enhancer under the Insurance Agreement with respect to either Loan Group; SEVENTH: to pay any related Basis Risk Carryforward owed to each Class of Principal Amounts Notes to the Noteholders of each Class of Principal Amount Notes, pro rata according to the principal due on those Notes; and EIGHTH: to the Issuer for distribution in accordance with the Trust Agreement.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Credit Enhancer may, or, at the written direction of the Credit Enhancer, shall, do one or more of the following, in each case subject to Section 5.05: (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy and any other amounts due the Credit Enhancer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer, which consent will not be unreasonably withheld, and the Noteholders of 66 2/3% of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its termsterms of the Policy. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, then the Indenture Trustee, subject to the provisions of Section 10.17 hereof10.16 and Section 5.05, with the written consent of the Enhancer may, or, at the written direction of the Enhancer, shall, may do one or more of the following, in each case subject to Section 5.05: (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, thereby obtained and collect from the Issuer and or any other obligor on the Notes any monies thereby adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and (iv) sell the Trust Estate or any portion thereof or rights any right or interest therein, therein at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of Notes representing 100% of the aggregate Note Balance of the NotesBalance, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon on the Notes for principal and interest and to reimburse the Enhancer for pay any amounts drawn under the Policy and any other amounts due the Enhancer under the Insurance Agreement Agreement, without a draw on the Policy, or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they the same would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will Holders of Notes representing not be unreasonably withheld, and the Noteholders of less than 66 2/3% of the aggregate Note Balance of the NotesBalance. In determining such sufficiency or insufficiency with respect to clause clauses (B) and (C) above, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that for so long as a Servicing Default shall not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Master Servicer as provided in the Sale and Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article VArticle, it shall pay out such money or property in the following order: (i) to the Indenture Trustee, for amounts due under Section 6.07; (ii) to the Noteholders, for amounts due and unpaid on the related Notes in respect of interest, ratably, without preference or priority of any kind, according to the amounts then due and payable; (iii) to the Noteholders, for amounts due and unpaid on the related Notes in respect of principal, ratably, without preference or priority of any kind, according to the amounts then due and payable, until the respective Note Balances of the Notes have been reduced to zero; (iv) to the payment of all amounts then due and owing to the Enhancer under the Insurance Agreement; (v) to the Certificate Paying Agent for amounts then due under Article VII of the Trust Agreement; and (vi) to the Issuer or any other Person legally entitled thereto. The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Indenture Trustee shall mail to each Noteholder a notice that states such record date, and payment date and the amount to be paid.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing and if an acceleration has been declared and not rescinded pursuant to Section 5.02 hereof, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, 10.16 hereof may with the written consent of the Enhancer mayBond Insurer, orso long as a Bond Insurer Default does not exist, and shall at the written direction of the Enhancer, shallBond Insurer so long as no Bond Insurer Default exists, do one or more of the following, in each case following (subject to Section 5.05:5.05 hereof): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes Bonds or under this Indenture with respect thereto, whether by declaration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes upon such Bonds monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the NoteholdersHolders of the Bonds and the Bond Insurer; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that so long as a Bond Insurer Default exists the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 100% of the aggregate Note Bond Principal Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes Bonds for principal and interest and to reimburse the Enhancer Bond Insurer for any amounts drawn under the Bond Insurance Policy and any other amounts due to the Enhancer Bond Insurer under the Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the Notes Bonds as they would have become due if the Notes Bonds had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, and the Noteholders Holders of 66 2/3% a majority of the aggregate Note Bond Principal Balance of the NotesClass 1-A-1, Class 2-A-1 and Class 1-B-1 Bonds. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion (obtained at the expense of the Trust) of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, provided that a Servicing Default shall so long as an Event of Servicer Termination has not have occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Master Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under the Policy in accordance with its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:; provided, however, that any amounts representing payments from the Bond Insurer shall only be used to pay interest and principal to the Class 1-A-1 Bondholders and Class 2-A-1 Bondholders pursuant to clauses FOURTH and FIFTH below: FIRST: to the Indenture Trustee for amounts due under Section 6.07 hereof; SECOND: to the Derivative Contract Counterparty, any amounts owed under the Derivative Contracts, other than any Additional Derivative Counterparty Payment; THIRD: to the Bond Insurer, provided no Bond Insurer Default exists, with respect to any Premium Amount then due to the extent unpaid pursuant to the Servicing Agreement; FOURTH: to the Bondholders for amounts due and unpaid on the Bonds (other than Unpaid Interest Shortfalls and Basis Risk Shortfall Carry-Forward Amounts) with respect to interest, first, to the Class 1-A-1 Bondholders and Class 2-A-1 Bondholders, concurrently, and second, to the Class 1-B-1 Bondholders, according to the amounts due and payable on the Bonds for interest; FIFTH: to Bondholders for amounts due and unpaid on the Class 1-A-1, Class 2-A-1 and Class 1-B-1 Bonds with respect to principal, and to each Bondholder ratably, without preference or priority of any kind, according to the amounts due and payable on such Bonds for principal, until the Bond Principal Balance of each such Class is reduced to zero; SIXTH: to the payment of all amounts due and owing to the Bond Insurer under the Insurance Agreement (including any Premium Amount not paid pursuant to clause SECOND above);

Remedies; Priorities. (a) If an Event of Default shall have occurred and be is continuing, then the Indenture Trustee, Trustee subject to the provisions of Section 10.17 hereof, 11.16 may with the written consent of the Enhancer mayCredit Enhancer, or, and at the written direction of the Enhancer, Credit Enhancer shall, do one or more any of the following, in each case following (subject to Section 5.05:5.11): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect theretoIndenture, whether by declaration or otherwise, and all amounts payable under the Insurance Sale and Servicing Agreement, and enforce any judgment obtained, and collect from the Issuer and any other obligor on the Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Credit Enhancer, and the Noteholders; (iv) exercise all rights of the Issuer in connection with the Purchase Agreement and the Sale and Servicing Agreement against the Sponsor, the Depositor, or the Master Servicer or otherwise; and (ivv) sell the Trust Estate or any portion thereof of the Collateral or rights or interest thereininterests in it as directed by the Credit Enhancer, at one or more public or private sales called and conducted in any manner permitted by law; provided. The Indenture Trustee, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, unless Default unless (A) the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Credit Enhancer and the Noteholders Holders of 100% of the aggregate Note Balance Outstanding Amount of the Notes, , (B) the proceeds of such the sale or liquidation distributable to Noteholders the Secured Parties are sufficient to discharge in full all amounts then due and unpaid upon on the Principal Amount Notes for principal and interest and to reimburse the Credit Enhancer for any amounts drawn under the Policy unreimbursed Insured Amounts and any other amounts due the Credit Enhancer under the Insurance Agreement or Agreement, or (C) the Indenture Trustee determines that the Mortgage Loans Collateral will not continue to provide sufficient funds for the payment of principal of the Principal Amount Notes and interest on the Interest Bearing Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Enhancer, which consent will not be unreasonably withheld, Credit Enhancer and the Noteholders Holders of 66 2/3% a majority of the aggregate Note Balance Outstanding Amount of the Notes. In determining such the sufficiency or insufficiency with respect to under clause (B) and (C) above), the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon rely on an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such the proposed action and as to the sufficiency of the Trust Estate Collateral for such the purpose. Notwithstanding If a Credit Enhancer Default exists at the foregoing, provided that a Servicing Default shall not have occurred, time any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall consent is required or direction may be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage Loans pursuant to given under this Section 5.04(a5.05(a), the Indenture Trustee shall, for so long as any principal consent or accrued interest on direction shall be by Holders representing at least 66⅔% of the Outstanding Amount of the Notes remains unpaid, continue to act as Indenture Trustee hereunder and to draw amounts payable under instead of by the Policy in accordance with its termsCredit Enhancer. (b) If the Indenture Trustee collects any money or property pursuant to under this Article VArticle, it shall pay out such the money or property in the following order: