Common use of Remedies; Priorities Clause in Contracts

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders 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 (vi) 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 must sell or otherwise liquidate the Trust Estate following an Event of Default, if (i) the Holders of the Notes representing not less than a majority of the Note Balance of all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (ii) the Indenture Trustee determines that the 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. In determining such sufficiency or insufficiency with respect to clause (A) and (B), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the 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, the Indenture Trustee subject to the provisions of Section 10.17 10.16 hereof may may, and shall, at the written direction of the Holders of a majority of the aggregate Note Balance of the Notes, do one or more of the following (subject to Section 5.055.05 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, otherwise enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders 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 (viiv) 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; PROVIDED, howeverHOWEVER, that the Indenture Trustee must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of [___]% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes representing not less than a majority of the Note Balance of are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) 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 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 Holders of a majority of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and rely upon written advice or 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, so long as a Servicing Master Servicer Event of Default has not occurred, any Sale sale 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. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order: (i) to the Indenture Trustee and the Owner Trustee for amounts due under Section 6.07 hereof and to the Owner Trustee for amounts due pursuant to Article VII of the Trust Agreement; (ii) to the Noteholders for amounts due and unpaid on the Notes (including Interest Carryforward Amount but not including any Basis Risk Shortfalls) with respect to interest, first, concurrently, to the Holders of each Class of Class A Notes, on a PRO RATA basis based on the entitlement of each such Class, second, to the Holders of the Class M-1 Notes, third, to the Holders of the Class M-2 Notes, fourth, to the Holders of the Class M-3 Notes, fifth, to the Holders of the Class M-4 Notes, sixth, to the Holders of the Class M-5 Notes, seventh, to the Holders of the Class M-6 Notes, eighth, to the Holders of the Class M-7 Notes, ninth, to the Holders of the Class M-8 Notes, tenth, to the Holders of the Class M-9 Notes and eleventh, to the Holders of the Class M-10 Notes according to the amounts due and payable on the Notes for interest; (iii) to the Noteholders for amounts due and unpaid on the Notes with respect to principal, first, concurrently, to the Holders of each Class of Class A Notes, on a PRO RATA basis based on the Note Balance of each such Class, second, to the Holders of the Class M-1 Notes, third, to the Holders of the Class M-2 Notes, fourth, to the Holders of the Class M-3 Notes, fifth, to the Holders of the Class M-4 Notes, sixth, to the Holders of the Class M-5 Notes, seventh, to the Holders of the Class M-6 Notes, eighth, to the Holders of the Class M-7 Notes, ninth, to the Holders of the Class M-8 Notes, tenth, to the Holders of the Class M-9 Notes and eleventh, to the Holders of the Class M-10 Notes according to the amounts due and payable on the Notes for interest according to the amounts due and payable on such Notes for principal, in each case, until the Note Balance of each such Class is reduced to zero; (iv) to the Noteholders for the amount of any related Allocated Realized Loss Amount and Deferred Interest not previously paid, first, to the Holders of the Class M-1 Notes, second, to the Holders of the Class M-2 Notes, third, to the Holders of the Class M-3 Notes, fourth, to the Holders of the Class M-4 Notes, fifth, to the Holders of the Class M-5 Notes, sixth, to the Holders of the Class M-6 Notes, seventh, to the Holders of the Class M-7 Notes, eighth, to the Holders of the Class M-8 Notes, ninth, to the Holders of the Class M-9 Notes and tenth, to the Holders of the Class M-10 Notes (v) to the Noteholders for amounts due and unpaid on the Notes with respect to any related Basis Risk Shortfalls, first, concurrently, to the Holders of each Class of Class A Notes, on a PRO RATA basis based on the Basis Risk Shortfalls for each such Class, second, to the Holders of the Class M-1 Notes, third, to the Holders of the Class M-2 Notes, fourth, to the Holders of the Class M-3 Notes, fifth, to the Holders of the Class M-4 Notes, sixth, to the Holders of the Class M-5 Notes, seventh, to the Holders of the Class M-6 Notes, eighth, to the Holders of the Class M-7 Notes, ninth, to the Holders of the Class M-8 Notes, tenth, to the Holders of the Class M-9 Notes and eleventh, to the Holders of the Class M-10 Notes according to the amounts due and payable on the Notes with respect thereto, from amounts available in the Trust Estate for the Noteholders; and (vi) to the payment of the remainder, if any to the Certificate Paying Agent on behalf of the Issuer or to 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 the Notes have been declared immediately due and payable following an Event of Default shall have occurred and be continuingDefault, the Indenture Trustee subject to may, or at the provisions written direction of Section 10.17 hereof may do the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall, take one or more of the following actions as so directed (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such 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 Relevant UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders 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 3.05Noteholders; and (viiv) sell the Trust Estate or any portion thereof or rights 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 must may not sell or otherwise liquidate the Trust Estate at the direction of the Holders following an Event of Default, if other than an Event of Default described in Section 5.1 (i) or (ii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance consent thereto, (B) the proceeds of such sale or liquidation will be sufficient to pay in full the Note Balance and all of accrued but unpaid interest on the Outstanding Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 immediately due and payable, and the Indenture Trustee obtains the consent of the Holders of Notes evidencing not less than 66 2/3% of the Note Balance of the Controlling Class. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (B)C) above, the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If Notwithstanding the provisions of Section 2.8 or Section 8.2, if the Indenture Trustee collects any money or property pursuant to this Section 5.4 and the Notes have been accelerated, it (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall pay out such money or property (and other amounts, including all amounts held on deposit in the Reserve Account) in the following order of priority: (i) first, to the Servicer, the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period; (ii) second, on a pro rata basis, (A) if the Indenture Trustee has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, any amounts due in connection with indemnification of the Indenture Trustee as Successor Servicer and not paid pursuant to Section 7.2 of the Sale and Servicing Agreement plus any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement and (B) to the Indenture Trustee, all amounts due to the Indenture Trustee as compensation pursuant to Section 6.7 not previously paid by the Administrator, and to the Owner Trustee, all amounts due to the Owner Trustee pursuant to Sections 8.1 and 8.2 of the Trust Agreement not previously paid by the Servicer; (iii) third, on a pro rata basis, to the Class A Noteholders, the Total Note Interest for each Class of the Class A Notes; (iv) fourth, if an Event of Default described in Section 5.1 (i), (ii), (v) or (vi) has occurred, in the following order of priority: (A) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (B) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full; (C) to the Class B Noteholders, the Total Note Interest for the Class B Notes; (D) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full; (E) to the Class C Noteholders, the Total Note Interest for the Class C Notes; (F) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full; (G) to the Class D Noteholders, the Total Note Interest for the Class D Notes; (H) to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full; (v) fifth, if an Event of Default described in Section 5.1 (iii) or (iv) has occurred, in the following order of priority: (A) to the Class B Noteholders, the Total Note Interest for the Class B Notes; (B) to the Class C Noteholders, the Total Note Interest for the Class C Notes; (C) to the Class D Noteholders, the Total Note Interest for the Class D Notes; (D) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (E) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full; (F) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full; (G) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full; (H) to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full; (vi) sixth, if the Indenture Trustee or any other Successor Servicer has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, to such Successor Servicer, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement plus the Additional Servicing Fee, if any, for the preceding Collection Period; and (vii) seventh, to the Certificateholders, any remaining amounts. (c) Prior to an acceleration of the Notes following an Event of Default, if the Indenture Trustee collects any money or property pursuant to this Article V, it such amounts shall pay out the money or property be deposited in the following order:Collection Account and distributed in accordance with Section 2.8 and Section 8.2. (d) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.4. At least five (5) days before such record date, the Indenture Trustee on behalf of the Issuer 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, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the following (subject to Section 5.055.5): (i) institute Proceedings 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, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes monies moneys adjudged due; (ii) institute Proceedings 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 Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if other than an Event of Default described in Section 5.1(a) or (ib), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Outstanding Amount of the Notes direct and Certificates consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders and Certificateholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes and Certificates for principal and interest or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 Indenture Trustee obtains the consent of Holders of 66-2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the such money or property (and other amounts including amounts held on deposit in the Reserve Account) held as Collateral for the benefit of the Noteholders in the following order:: FIRST: to Indenture Trustee for amounts due under Section 6.7; SECOND: to Servicer for due and unpaid Servicing Fees;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to Trustee, at the provisions direction of Section 10.17 hereof may the Majority Noteholders shall, do one or more of the following (subject to Section 5.055.05 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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders of the Notes;Noteholders; and (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 (vi) 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 must may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, if unless (iA) the Holders of the Notes representing not less than a majority 100% Percentage Interests of the Note Balance Outstanding Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and/or interest or (iiC) the Indenture Trustee determines that the Loans Collateral 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 Holders of not less than 66-2/3% Percentage Interests of the Outstanding Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC) of this subsection (a)(iv), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared immediately due and payable following an Event of Default shall have occurred and be continuingDefault, the Indenture Trustee subject to may, or at the provisions written direction of Section 10.17 hereof may do the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall, take one or more of the following actions as so directed (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such 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 Relevant UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders 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 3.05Noteholders; and (viiv) sell the Trust Estate or any portion thereof or rights 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 must may not sell or otherwise liquidate the Trust Estate at the direction of the Holders following an Event of Default, if other than an Event of Default described in Section 5.1 (i) or (ii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance consent thereto, (B) the proceeds of such sale or liquidation will be sufficient to pay in full the Note Balance and all of accrued but unpaid interest on the Outstanding Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 immediately due and payable, and the Indenture Trustee obtains the consent of the Holders of Notes evidencing not less than 66 2/3% of the Note Balance of the Controlling Class. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (B)C) above, the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If Notwithstanding the provisions of Section 2.8 or Section 8.2, if the Indenture Trustee collects any money or property pursuant to this Section 5.4 and the Notes have been accelerated, it shall pay out such money or property (and other amounts, including all amounts held on deposit in the Reserve Account) in the following order of priority: (i) first, to the Servicer, the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period; (ii) second, on a pro rata basis, (A) to the Backup Servicer, the Total Backup Servicer Fee for the preceding Collection Period plus any amounts due in connection with indemnification of the Backup Servicer and not paid pursuant to Section 7.3 of the Sale and Servicing Agreement plus, if the Backup Servicer has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement and (B) to the Indenture Trustee, all amounts due to the Indenture Trustee as compensation pursuant to Section 6.7 not previously paid by the Administrator, and to the Owner Trustee, all amounts due to the Owner Trustee pursuant to Sections 8.1 and 8.2 of the Trust Agreement not previously paid by the Servicer; (iii) third, on a pro rata basis, to the Class A Noteholders, the Total Note Interest for each Class of the Class A Notes; (iv) fourth, if an Event of Default described in Section 5.1 (i), (ii), (v) or (vi) has occurred, in the following order of priority: (A) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (B) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full; (C) to the Class B Noteholders, the Total Note Interest for the Class B Notes; (D) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full; (E) to the Class C Noteholders, the Total Note Interest for the Class C Notes; (F) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full; (G) to the Class D Noteholders, the Total Note Interest for the Class D Notes; (H) to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full; (v) fifth, if an Event of Default described in Section 5.1 (iii) or (iv) has occurred, in the following order of priority: (A) to the Class B Noteholders, the Total Note Interest for the Class B Notes; (B) to the Class C Noteholders, the Total Note Interest for the Class C Notes; (C) to the Class D Noteholders, the Total Note Interest for the Class D Notes; (D) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (E) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full; (F) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full; (G) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full; (H) to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full; (vi) sixth, if the Backup Servicer or any other Successor Servicer has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, to the Backup Servicer or such other Successor Servicer, as applicable, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement plus the Additional Servicing Fee, if any, for the preceding Collection Period; and (vii) seventh, to the Certificateholders, any remaining amounts. (c) Prior to an acceleration of the Notes following an Event of Default, if the Indenture Trustee collects any money or property pursuant to this Article V, it such amounts shall pay out the money or property be deposited in the following order:Collection Account and distributed in accordance with Section 2.8 and Section 8.2. (d) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.4. At least five (5) days before such record date, the Indenture Trustee on behalf of the Issuer 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 (other than an Event of Default under Section 5.01(g)) shall have occurred and be continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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 Storm Recovery Bonds or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, and, subject to the limitations on recovery set forth herein, enforce any judgment obtained, and collect from the Issuer and or any other obligor upon such Notes monies moneys adjudged due, upon the Storm Recovery Bonds; (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 UCC, the Securitization Act 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 Holders of the NotesHolders; (iv) [Reserved] (v) refrain from selling at the written direction of the Holders of a majority of the Outstanding Amount of the Storm Recovery Bonds, either sell all or a portion of 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 (vi) 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 applicable law. , or elect that the Issuer maintain possession of all or a portion of the Trust Estate pursuant to Section 5.05 and continue to apply the Storm Recovery Charges 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 must may not sell or otherwise liquidate any portion of the Trust Estate following such an Event of Default, if other than an Event of Default described in Section 5.01(a) or Section 5.01(b), unless (iA) the Holders of the Notes representing not less than a majority 100 percent of the Note Balance Outstanding Amount of the Storm Recovery Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to the Holders are sufficient to discharge in full all amounts then due and unpaid upon the Storm Recovery Bonds for principal, premium, if any, and interest after taking into account payment of all of amounts due prior thereto pursuant to the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate priorities set forth in Section 8.02(e) or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 all payments on the Notes Storm Recovery Bonds as they would have become due if the Notes Storm Recovery Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of Holders of at least two-thirds (2/3) of the Outstanding Amount of the Storm Recovery Bonds. In determining such sufficiency or insufficiency with respect to clause (AB) above and clause (B)C) above, the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreementat Issuer’s expense. (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 Holders, 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 or the Louisiana Commission Pledge, as the case may be, 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 in accordance with the money or property priorities set forth in the following order:Section 8.02(e).

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor 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 the Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if other than an Event of Default described in Section 5.01(i) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Outstanding Amount of the Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 Holders of 662/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared immediately due and payable following an Event of Default shall have occurred and be continuingDefault, the Indenture Trustee subject to may, or at the provisions written direction of Section 10.17 hereof may do the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall, take one or more of the following actions as so directed (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such 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 Relevant UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders 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 3.05Noteholders; and (viiv) sell the Trust Estate or any portion thereof or rights 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 must may not sell or otherwise liquidate the Trust Estate at the direction of the Holders following an Event of Default, if other than an Event of Default described in Section 5.1 (i) or (ii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance consent thereto, (B) the proceeds of such sale or liquidation will be sufficient to pay in full the Note Balance and all of accrued but unpaid interest on the Outstanding Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 immediately due and payable, and the Indenture Trustee obtains the consent of the Holders of Notes evidencing not less than 66 2/3% of the Note Balance of the Controlling Class. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (B)C) above, the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If Notwithstanding the provisions of Section 2.8 or Section 8.2, if the Indenture Trustee collects any money or property pursuant to this Section 5.4 and the Notes have been accelerated, it (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall pay out such money or property (and other amounts, including all amounts held on deposit in the Reserve Account) in the following order of priority: (i) first, to the Servicer, the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period; (ii) second, on a pro rata basis: (A) if the Indenture Trustee has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, any amounts due in connection with indemnification of the Indenture Trustee as Successor Servicer and not paid pursuant to Section 7.2 of the Sale and Servicing Agreement plus any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement; (B) to the Indenture Trustee, all amounts due to the Indenture Trustee as compensation pursuant to Section 6.7 not previously paid by the Administrator, and to the Owner Trustee, all amounts due to the Owner Trustee pursuant to Sections 8.1 and 8.2 of the Trust Agreement not previously paid by the Servicer; and (C) to the Asset Representations Reviewer, all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer; (iii) third, on a pro rata basis, to the Class A Noteholders, the Total Note Interest for each Class of the Class A Notes; (iv) fourth, if an Event of Default described in Section 5.1 (i), (ii), (v) or (vi) has occurred, in the following order of priority: (A) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (B) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full; (C) to the Class B Noteholders, the Total Note Interest for the Class B Notes; (D) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full; (E) to the Class C Noteholders, the Total Note Interest for the Class C Notes; (F) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full; (G) to the Class D Noteholders, the Total Note Interest for the Class D Notes; (H) to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full; (v) fifth, if an Event of Default described in Section 5.1 (iii) or (iv) has occurred, in the following order of priority: (A) to the Class B Noteholders, the Total Note Interest for the Class B Notes; (B) to the Class C Noteholders, the Total Note Interest for the Class C Notes; (C) to the Class D Noteholders, the Total Note Interest for the Class D Notes; (D) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (E) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full; (F) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full; (G) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full; (H) to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full; (vi) sixth, if the Indenture Trustee or any other Successor Servicer has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, to such Successor Servicer, any Additional Servicing Fee, if any, for the preceding Collection Period; and (vii) seventh, to the Certificateholders, any remaining amounts. (c) Prior to an acceleration of the Notes following an Event of Default, if the Indenture Trustee collects any money or property pursuant to this Article V, it such amounts shall pay out the money or property be deposited in the following order:Collection Account and distributed in accordance with Section 2.8 and Section 8.2. (d) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.4. At least five (5) days before such record date, the Indenture Trustee on behalf of the Issuer 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, the Indenture Trustee subject to the provisions of Section 10.17 10.16 hereof may may, and shall, at the written direction of the Holders of not less than 66-2/3% of the aggregate Note Balances of the Notes, do one or more of the following (subject to Section 5.055.05 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, otherwise enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes representing not less than a majority of the Note Balance of are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) the Indenture Trustee determines that the Loans Contracts 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 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 Holders of at least 66-2/3% of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and rely upon written advice or 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, so long as a Servicing Servicer Event of Default has not occurred, any Sale sale of the Trust Estate shall be made subject to the continued servicing of the Loans Contracts by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:order of priority set forth in Section 8.01 hereof. 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 the Notes have been declared immediately due and payable following an Event of Default shall have occurred and be continuingDefault, the Indenture Trustee subject to may, or at the provisions written direction of Section 10.17 hereof may do the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall, take one or more of the following actions as so directed (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such 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 Relevant UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders 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 3.05Noteholders; and (viiv) sell the Trust Estate or any portion thereof or rights 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 must may not sell or otherwise liquidate the Trust Estate at the direction of the Holders following an Event of Default, if other than an Event of Default described in Section 5.1(i) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance consent thereto, (B) the proceeds of such sale or liquidation will be sufficient to pay in full the Note Balance and all of accrued but unpaid interest on the Outstanding Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 immediately due and payable, and the Indenture Trustee obtains the consent of the Holders of Notes evidencing not less than 66 2/3% of the Note Balance of the Controlling Class. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (B)C) above, the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If Notwithstanding the provisions of Section 2.8 or Section 8.2, if the Indenture Trustee collects any money or property pursuant to this Section 5.4 and the Notes have been accelerated, it (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall pay out such money or property (and other amounts, including all amounts held on deposit in the Reserve Account) in the following order of priority: (i) first, to the Servicer, the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period; (ii) second, on a pro rata basis: (A) if the Indenture Trustee has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, any amounts due in connection with indemnification of the Indenture Trustee as Successor Servicer and not paid pursuant to Section 7.2 of the Sale and Servicing Agreement plus any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement; (B) to the Indenture Trustee, all amounts due to the Indenture Trustee pursuant to Section 6.7 not previously paid by the Administrator, and to the Owner Trustee, all amounts due to the Owner Trustee pursuant to Sections 8.1 and 8.2 of the Trust Agreement not previously paid by the Servicer; and (C) to the Asset Representations Reviewer, all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer; (iii) third, on a pro rata basis, to the Class A Noteholders, the Total Note Interest for each Class of the Class A Notes; (iv) fourth, if an Event of Default described in Section 5.1 (i), (ii), (v) or (vi) has occurred, in the following order of priority: (A) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (B) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full; (C) to the Class B Noteholders, the Total Note Interest for the Class B Notes; (D) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full; (E) to the Class C Noteholders, the Total Note Interest for the Class C Notes; (F) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full; (G) to the Class D Noteholders, the Total Note Interest for the Class D Notes; (H) to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full; (v) fifth, if an Event of Default described in Section 5.1 (iii) or (iv) has occurred, in the following order of priority: (A) to the Class B Noteholders, the Total Note Interest for the Class B Notes; (B) to the Class C Noteholders, the Total Note Interest for the Class C Notes; (C) to the Class D Noteholders, the Total Note Interest for the Class D Notes; (D) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (E) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full; (F) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full; (G) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full; (H) to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full; (vi) sixth, if the Indenture Trustee or any other Successor Servicer has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, to such Successor Servicer, any Additional Servicing Fee, if any, for the preceding Collection Period and any unpaid Additional Servicing Fees from prior Collection Periods; and (vii) seventh, to the Certificateholders, any remaining amounts. (c) Prior to an acceleration of the Notes following an Event of Default, if the Indenture Trustee collects any money or property pursuant to this Article V, it such amounts shall pay out the money or property be deposited in the following order:Collection Account and distributed in accordance with Section 2.8 and Section 8.2. (d) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.4. At least five (5) days before such record date, the Indenture Trustee on behalf of the Issuer 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, the Indenture Trustee subject to the provisions of Section 10.17 10.16 hereof may may, and shall, at the written direction of the Holders of a majority of the aggregate Note Balance of the Notes, do one or more of the following (subject to Section 5.055.05 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, otherwise enforce any judgment obtained, and collect from the Issuer and any other obligor 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 EstateTrust; (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 Holders of the Notes;; and (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 (vi) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes representing not less than a majority of the Note Balance of are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) 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 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 Holders of a majority of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and conclusively rely upon written advice or 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, so long as a Servicing Servicer Event of Default has not occurred, any Sale sale 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. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it the Indenture Trustee shall forward such funds to the Securities Administrator and the Securities Administrator shall pay out the money or property in the following order: (i) to the Indenture Trustee and the Securities Administrator for amounts due under Section 6.07 hereof and to the Owner Trustee for amounts due pursuant to Article VII of the Trust Agreement; (ii) to the Noteholders in the order of priority set forth in Section 3.05(b); and (iii) to the payment of the remainder, if any to the Certificate Paying Agent on behalf of the Issuer or to any other person legally entitled thereto. The Securities Administrator 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 Securities Administrator 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, the Indenture Trustee subject to may, and at the provisions direction of Section 10.17 hereof may a majority of the Holders of the Notes shall, do one or more of the following (subject to Section 5.055.05 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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders of the Notes;Noteholders; and (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 (vi) 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 must may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, if unless (iA) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Voting Interests of the Outstanding Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and/or interest or (iiC) the Indenture Trustee determines that the Loans Collateral 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 Holders of 66-2/3% of the Voting Interests of the Outstanding Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC) of this subsection (a)(iv), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing with respect to any Series of Notes Outstanding and such Series has been accelerated under Section 9.2, the Indenture Trustee subject may institute proceedings to enforce the provisions of Section 10.17 hereof may do one or more obligations of the following (subject to Section 5.05): (i) institute Proceedings Issuer hereunder in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes of such Series or under this the Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes monies moneys adjudged due;. (iib) If an Event of Default shall have occurred and be continuing with respect to all Series of Notes Outstanding and all Series of Notes Outstanding have been accelerated under Section 9.2, the Indenture Trustee (subject to Section 9.5) may do one or more of the following: (i) institute Proceedings proceedings from time to time for the complete or partial foreclosure of this the Indenture with respect to the Trust EstateIssuer Assets; (iiiii) 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 Holders 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 (viiii) 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, ; provided that the Indenture Trustee must may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, if other than an Event of Default referred to in clause (id) or (e) of Section 9.1, unless (A) the Holders of Notes representing 100% of the Aggregate Invested Amount 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 on the Notes representing not less than a majority of the Note Balance of all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest, or (iiC)(1) the Indenture Trustee determines that the Loans Collateral 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 payablepayable and (2) the Indenture Trustee obtains the consent of a Majority in Interest of the Holders of each Series of Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and or (B)C) above, the Indenture Trustee may, but need not, obtain and may 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 purposepurposes. Notwithstanding the foregoing, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreementdue. (bc) If an Event of Default shall have occurred and be continuing with respect to any Series of Notes Outstanding, the Indenture Trustee may exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Servicer, the Backup Servicer, the Custodian or any other party to any of the Transaction Documents under or in connection with any of the Transaction Documents in respect of such Event of Default, including the right or power to take any action to compel or secure performance or observance by the Seller, the Servicer, the Backup Servicer, the Custodian or any other party of each of their respective obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction Documents, and any right of the Issuer to take such action shall be suspended. (d) If the Indenture Trustee collects any money or property pursuant to this Article V9, it such money or property shall be held by the Indenture Trustee as additional collateral hereunder and the Indenture Trustee shall pay out the such money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 10.6; and SECOND: to the Collection Account for distribution in accordance with the provisions of Article 5.

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, the Indenture Trustee subject to the provisions of Section 10.17 10.16 hereof may may, and shall, at the written direction of the Holders of a majority of the aggregate Note Balance of the Notes, do one or more of the following (subject to Section 5.055.05 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, otherwise enforce any judgment obtained, and collect from the Issuer and any other obligor 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 EstateTrust; (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 Holders of the Notes;; and (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 (vi) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes representing not less than a majority of the Note Balance of are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) 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 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 Holders of a majority of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and conclusively rely upon written advice or 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, so long as a Servicing Servicer Event of Default has not occurred, any Sale sale 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. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it the Indenture Trustee shall forward such funds to the Securities Administrator and the Securities Administrator shall pay out the money or property in the following order: (i) to the Indenture Trustee and the Securities Administrator for amounts due under Section 6.07 hereof and to the Owner Trustee for amounts due pursuant to Article VII of the Trust Agreement; (ii) to the Swap Provider and to the Noteholders in the order of priority set forth in Section 3.05; and (iii) to the payment of the remainder, if any to the Certificate Paying Agent on behalf of the Issuer or to any other person legally entitled thereto. The Securities Administrator 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 Securities Administrator 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, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor 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 the Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if other than an Event of Default described in Section 5.01(i) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Outstanding Amount of the Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 Holders of 66% of the Outstanding Amount of the Controlling Class. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out 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 for interest (including any premium), ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes for interest (including any premium); THIRD: to the Class B Noteholders for amounts due and unpaid on the Class B Notes for interest (including premium), ratably, without preference or priority of any kind, according to the amounts due and payable on the Class B Notes for interest (including premium); provided that if payment of the Notes has been accelerated because of an Event of Default specified in clause (i), (ii), (iv) or (v) of Section 5.01, then the payments due to the Class B Noteholders pursuant to this clause THIRD shall instead be made only after the Outstanding Amount of the Class A-4 Notes has been reduced to zero pursuant to clause (d) in clause FOURTH below; FOURTH: to the Noteholders in the following order of priority: (a) to Holders of the Class A-1 Notes for amounts due and unpaid on the Class A-1 Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-1 Notes for principal, until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (b) to Holders of the Class A-2 Notes for amounts due and unpaid on the Class A-2 Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-2 Notes for principal, until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (c) to Holders of the Class A-3 Notes for amounts due and unpaid on the Class A-3 Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-3 Notes for principal, until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (d) to Holders of the Class A-4 Notes for amounts due and unpaid on the Class A-4 Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-4 Notes for principal, until the Outstanding Amount of the Class A-4 Notes is reduced to zero; and (e) to Holders of the Class B Notes for amounts due and unpaid on the Class B Notes for principal, ratably, without preference or priority of any kind, according to amounts due and payable on the Class B Notes for principal, until the Outstanding Amount of the Class B Notes is reduced to zero; and FIFTH: to the Issuer for distribution pursuant to the Trust Agreement. 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, the Indenture Note Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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 Note Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Note Issuer and any other obligor upon such Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Note Indenture with respect to the Trust EstateCollateral; (iii) exercise any remedies of a secured party under the UCC UCC, the Statute or other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Note Trustee and the Holders of the Notes;; and (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 (vi) 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 Note Trustee must may not sell or otherwise liquidate any portion of the Trust Estate Collateral following an Event of Default, if other than an Event of Default described in Section 5.01(i), (iii) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100 percent of the Note Balance of all Outstanding Amount of the Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest after taking into account payment of all amounts due prior thereto pursuant to the priorities set forth in Section 8.02(d) or (iiC) the Indenture Note Trustee determines that the Loans Collateral 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 all payments on the Notes as they would have become due if the Notes had not been declared due and payable, and the Note Trustee obtains the consent of Holders of 66-2/3 percent of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Note Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Note Trustee collects any money or property pursuant to this Article V, it shall pay out such money in accordance with the money or property priorities set forth in the following order:Section 8.02(d).

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, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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 Deferred Fuel Cost Bonds or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, and, subject to the limitations on recovery set forth herein, enforce any judgment obtained, and collect from the Issuer and or any other obligor upon such Notes monies moneys adjudged due, upon the Deferred Fuel Cost Bonds; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateDeferred Fuel Cost Collateral; (iii) exercise any remedies of a secured party under the UCC UCC, the Deferred Fuel Cost 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 Holders of the NotesDeferred Fuel Cost Bonds; (iv) [Reserved] (v) refrain from selling at the Trust Estate (unless otherwise directed by written direction of the Holders of not less than a majority of noteholders) and continue to apply all amounts received thereon to payments on the Notes in accordance with Section 3.05; and (vi) Outstanding Amount of the Deferred Fuel Cost Bonds, either sell the Trust Estate Deferred Fuel Cost 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 applicable law. , or elect that the Issuer maintain possession of all or a portion of the Deferred Fuel Cost Collateral pursuant to Section 5.05 and continue to apply the Deferred Fuel Cost 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 must may not sell or otherwise liquidate any portion of the Trust Estate Deferred Fuel Cost Collateral following such an Event of Default, if other than an Event of Default described in Section 5.01(a) or Section 5.01(b), unless (iA) the Holders of the Notes representing not less than a majority 100 percent of the Note Balance Outstanding Amount of the Deferred Fuel Cost Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to the Holders are sufficient to discharge in full all amounts then due and unpaid upon the Deferred Fuel Cost Bonds for principal, premium, if any, and interest after taking into account payment of all of amounts due prior thereto pursuant to the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate priorities set forth in Section 8.02(e) or (iiC) the Indenture Trustee determines that the Loans Deferred Fuel Cost Collateral 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 all payments on the Notes Deferred Fuel Cost Bonds as they would have become due if the Notes Deferred Fuel Cost Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of Holders of not less than two-thirds of the Outstanding Amount of the Deferred Fuel Cost Bonds. In determining such sufficiency or insufficiency with respect to clause (AB) above and clause (B)C) above, the Indenture Trustee may, but need not, obtain and 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 Deferred Fuel Cost Collateral for such purpose. Notwithstanding , at the foregoing, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing AgreementIssuer’s expense. (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 Commonwealth 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 in accordance with the money or property priorities set forth in the following order:Section 8.02(e).

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, the Indenture Trustee subject to the provisions of Section 10.17 10.16 hereof may may, and shall, at the written direction of the Holders of a majority of the aggregate Note Balance of the Notes, do one or more of the following (subject to Section 5.055.05 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, otherwise enforce any judgment obtained, and collect from the Issuer and any other obligor 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 EstateTrust; (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 Holders of the Notes;; and (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 (vi) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes representing not less than a majority of the Note Balance of are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) 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 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 Holders of a majority of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and rely upon written advice or 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, so long as a Servicing Servicer Event of Default has not occurred, any Sale sale 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. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it the Indenture Trustee shall forward such funds to the Securities Administrator and the Securities Administrator shall pay out the money or property in the following order: (i) to the Indenture Trustee and the Securities Administrator for amounts due under Section 6.07 hereof and to the Owner Trustee for amounts due pursuant to Article VII of the Trust Agreement; (ii) to the Noteholders in the order of priority set forth in Section 3.05(b); and (iii) to the payment of the remainder, if any to the Certificate Paying Agent on behalf of the Issuer or to any other person legally entitled thereto. The Securities Administrator 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 Securities Administrator 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 (other than an Event of Default under Section 5.01(g)) shall have occurred and be continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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 Storm Recovery Bonds or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, and, subject to the limitations on recovery set forth herein, enforce any judgment obtained, and collect from the Issuer and or any other obligor upon such Notes monies moneys adjudged due, upon the Storm Recovery Bonds; (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 UCC, the Securitization Act 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 Holders of the NotesHolders; (iv) [Reserved] (v) refrain from selling at the written direction of the Holders of a majority of the Outstanding Amount of the Storm Recovery Bonds, either sell all or a portion of 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 (vi) 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 applicable law. , or elect that the Issuer maintain possession of all or a portion of the Trust Estate pursuant to Section 5.05 and continue to apply the Storm Recovery Charges 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, the Intercreditor Agreement or the Servicing Agreement; provided, however, that the Indenture Trustee must may not sell or otherwise liquidate any portion of the Trust Estate following such an Event of Default, if other than an Event of Default described in Section 5.01(a) or Section 5.01(b), unless (iA) the Holders of the Notes representing not less than a majority 100 percent of the Note Balance Outstanding Amount of the Storm Recovery Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to the Holders are sufficient to discharge in full all amounts then due and unpaid upon the Storm Recovery Bonds for principal, premium, if any, and interest after taking into account payment of all of amounts due prior thereto pursuant to the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate priorities set forth in Section 8.02(e) or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 all payments on the Notes Storm Recovery Bonds as they would have become due if the Notes Storm Recovery Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of Holders of at least two-thirds (2/3) of the Outstanding Amount of the Storm Recovery Bonds. In determining such sufficiency or insufficiency with respect to clause (AB) above and clause (B)C) above, the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreementat Issuer’s expense. (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 Holders, 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 or the Louisiana Commission Pledge, as the case may be, 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 in accordance with the money or property priorities set forth in Section 8.02(e) without regard to the following order:Indenture Trustee Cap.

Remedies; Priorities. (a) If the Notes have been declared immediately due and payable following an Event of Default shall have occurred and be continuingDefault, the Indenture Trustee subject to may, or at the provisions written direction of Section 10.17 hereof may do the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall, take one or more of the following actions as so directed (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such 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 Relevant UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders 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 3.05Noteholders; and (viiv) sell the Trust Estate or any portion thereof or rights 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 must may not sell or otherwise liquidate the Trust Estate at the direction of the Holders following an Event of Default, if other than an Event of Default described in Section 5.1(i) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance consent thereto, (B) the proceeds of such sale or liquidation will be sufficient to pay in full the Note Balance and all of accrued but unpaid interest on the Outstanding Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 immediately due and payable, and the Indenture Trustee obtains the consent of the Holders of Notes evidencing not less than 66 2/3% of the Note Balance of the Controlling Class. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (B)C) above, the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If Notwithstanding the provisions of Section 2.8 or Section 8.2, if the Indenture Trustee collects any money or property pursuant to this Section 5.4 and the Notes have been accelerated, it shall pay out such money or property (and other amounts, including all amounts held on deposit in the Reserve Account and all amounts held on deposit in the Secondary Reserve Account; provided, however, that no amounts held on deposit in the Secondary Reserve Account shall be paid out pursuant to clause (i) below) in the following order of priority: (i) first, to the Servicer, the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period; (ii) second, on a pro rata basis, to the Class A Noteholders, the Total Note Interest for each Class of the Class A Notes; (iii) third, if an Event of Default described in Section 5.1(i), (ii), (v) or (vi) has occurred, in the following order of priority: (A) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (B) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full; (C) to the Class B Noteholders, the Total Note Interest for the Class B Notes; (D) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full; (E) to the Class C Noteholders, the Total Note Interest for the Class C Notes; (F) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full; (iv) fourth, if an Event of Default described in Section 5.1(iii) or (iv) has occurred, in the following order of priority: (A) to the Class B Noteholders, the Total Note Interest for the Class B Notes; (B) to the Class C Noteholders, the Total Note Interest for the Class C Notes; (C) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (D) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full; (E) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full; (F) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full; (v) fifth, if a Successor Servicer has been appointed pursuant to Section 8.2 of the Sale and Servicing Agreement, to such Successor Servicer, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section 8.1(a) of the Sale and Servicing Agreement plus the Additional Servicing Fee, if any, for the preceding Collection Period; (vi) sixth, to the Indenture Trustee, all amounts due to the Indenture Trustee as compensation pursuant to Section 6.7 not previously paid by the Administrator; and (vii) seventh, to the Certificateholders, any remaining amounts. Prior to an acceleration of the Notes following an Event of Default, if the Indenture Trustee collects any money or property pursuant to this Article V, it such amounts shall pay out the money or property be deposited in the following order:Collection Account and distributed in accordance with Section 2.8 and Section 8.2. (c) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.4. At least five (5) days before such record date, the Indenture Trustee on behalf of the Issuer 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, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor 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 the Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if other than an Event of Default described in Section 5.01(i) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Outstanding Amount of the Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (iiC) the Indenture Trustee (1) determines that the Loans Trust Estate 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 payablepayable and (2) obtains the consent of Holders of 66-2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the such money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.07; SECOND: to Noteholders for amounts due and unpaid on the Notes for interest (including any premium), ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest (including any premium);

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to shall, at the provisions direction of Section 10.17 hereof the Note 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 (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders of Note Insurer or the Notes;Owners; and (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 (vi) 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 must may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, if unless (iA) the Holders Owners of 100% of the Outstanding Amount of the Notes representing not less than a majority consent thereto, (B) the proceeds of such sale or liquidation distributable to the Note Balance of Owners are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) the Indenture Trustee determines that the Loans Collateral 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 Owners of 66-2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor 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 the Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if other than an Event of Default described in Section 5.01(i) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Outstanding Amount of the Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 Holders of not less than 66-2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate which opinion shall be made subject conclusive evidence as to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreementsuch feasibility or sufficiency. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the 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, the Indenture Trustee subject to the provisions of Section 10.17 10.16 hereof may may, and shall, at the written direction of the Holders of a majority of the aggregate Bond Principal Balances of the Bonds, do one or more of the following (subject to Section 5.055.05 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, otherwise enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes 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 Holders 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 3.05Bonds; and (viiv) 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; PROVIDED, howeverHOWEVER, that the Indenture Trustee must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Bond Principal Balance of the Bonds, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes representing not less than a majority of the Note Balance of Bonds are sufficient to discharge in full all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate amounts then due and unpaid upon such Bonds for principal and interest or (iiC) 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 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 Holders of a majority of the aggregate Bond Principal Balance of the Bonds. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default an Event of Servicer Termination has not occurred, any Sale 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. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to may, and at the provisions direction of Section 10.17 hereof may a majority of the Holders of the Notes shall, do one or more of the following (subject to Section 5.055.05 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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders of the Notes;Noteholders; and (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 (vi) 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 must may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, if unless (iA) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Voting Interests of the Outstanding Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and/or interest or (iiC) the Indenture Trustee determines that the Loans Collateral 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 Holders of 66-2/3% of the Voting Interests of the Outstanding Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC) of this subsection (a)(iv), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the 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, the Indenture Trustee Trustee, subject to the provisions of Section 10.17 hereof may 10.15 hereof, may, and shall, at the written direction of the Holders of a majority of the aggregate Note Principal Balances of the Notes, do one or more of the following (subject to Section 5.055.05 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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Principal Balance of the Notes then outstanding, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes representing not less than a majority of the Note Balance of are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) 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 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 Holders of 66 2/3% of the aggregate Note Principal Balance of each Class of Notes then outstanding, voting separately. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer (other than any Servicer as to which an Event of Servicer Termination has occurred and is continuing) as provided in the Sale and Servicing Agreement. (b) If the Indenture Trustee or the Securities Administrator collects any money or property pursuant to this Article V, it the Securities Administrator shall pay out the money or property in the following order:: FIRST: to the Indenture Trustee, the Securities Administrator, Master Servicer, the Owner Trustee, the Custodian and the Servicers for amounts due and not previously paid pursuant to the Indenture and the other Basic Documents;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee may, or shall, subject to Section 5.11, at the provisions written direction of Section 10.17 hereof may the Controlling Party (or, if Ambac is not then the Controlling Party, such different percentage of Noteholders as set forth below), do one or more of the 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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 EstateEstate securing the 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 Holders holders of the Notes;; and (iv) [Reserved] (v) refrain from selling sell the Indenture Trust Estate (unless otherwise directed by a majority of noteholders) and continue to apply all amounts received thereon to payments on securing the Notes in accordance with Section 3.05; and (vi) 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 must may not sell or otherwise liquidate the Indenture Trust Estate securing the Notes following an Event of Default, other than an Event of Default described in Section 5.01(i), (ii) or (iii), unless (x) Ambac, or if Ambac is not then the Controlling Party, 100% of the Noteholders, consent(s) to such sale, (iy) the Holders proceeds of such sale are sufficient to pay in full the principal of and the accrued interest on the Notes representing not less than a majority of the Note Balance of all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (iiz) the Indenture Trustee determines that the collections on the Financed Student Loans will would not continue be sufficient on an ongoing basis to provide sufficient funds for (A) the payment of expenses under this Indenture and (B) 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 Ambac, or, if Ambac is not then the Controlling Party, the holders of Notes representing not less than a 66.67% of the Outstanding Amount of the Notes. In determining the sufficiency of the collections on such sufficiency or insufficiency with respect to clause (A) and (B)loans, the Indenture Trustee may, but need notnot (unless instructed to do so by Ambac provided that Ambac is then the Controlling Party), obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing 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) or 5.01(iii) above or following the acceleration of the Notes pursuant to this Article VSection 5.02 upon an Event of Default with respect to 5.01(i), 5.01(ii) or 5.01(iii) above, it shall pay out the money or property in the following order:: FIRST: pro rata based upon amounts owed (i) to the Owner Trustee for amounts due under Article X of the Trust Agreement, to the Indenture Trustee for amounts due under Section 6.07, to the Irish Paying Agent for amounts due under the Irish Paying Agent Agreement, to the Back-up Administrator for amounts due under the Back-up Administration Agreement, not to exceed $200,000 per annum in the aggregate, (ii) to Ambac for the Note Insurance Premium and expenses then due and payable, not to exceed the amount specified in the Financial Guaranty Insurance Policy Premium Letter, and (iii) to the Servicers and the Administrator, the unpaid fees and expenses owed by the Issuer to such parties; SECOND: to the holders of the Class A Notes for amounts due and unpaid on the Class A Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes for interest; THIRD: to Ambac, any amounts then due and payable to Ambac pursuant to the Reimbursement Agreement relating to the Financial Guaranty Insurance Policy (excluding any Ambac Indemnity Payments), together with any required interest thereon; FOURTH: to the holders of the Class A Notes for amounts due and unpaid on the Class A Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes for principal, until the Outstanding Amount of the Class A Notes is zero; FIFTH: to Ambac any Ambac Indemnity Payments and any other amounts then due and payable to Ambac pursuant to the Reimbursement Agreement relating to the Financial Guaranty Insurance Policy, together with any required interest thereon; SIXTH: pro rata based upon amounts owed, (i) to the Owner Trustee, the Indenture Trustee, the Irish Paying Agent and the Back-up Administrator, for all amounts due and owing to such parties under the Basic Documents to the extent not paid pursuant to priority FIRST above, (ii) to FMC, for any unreimbursed Advances made pursuant to Section 8.10, and (iii) to the Servicer, the Administrator, the Auction Agent, the Broker- Dealers and the Guarantee Agency, for all amounts due and owing to such parties pursuant to the Basic Documents; SEVENTH: to the holders of the Class A-IO Notes any Prepayment Penalties remaining unpaid from prior Distribution Dates, together with interest thereon at the Note Interest Rate for the Class A-IO Notes; and EIGHTH: to the Owner Trustee (on behalf of the Issuer), for distribution to the Certificateholders in accordance with the terms of the Trust Agreement. The Indenture Trustee may fix a record date and payment date for any payment to the holders of the Notes pursuant to this Section. At least 15 days before such record date, the Issuer shall mail to each holder of the Notes and the Indenture Trustee a notice that states the record date, the payment date and the amount to be paid. (c) 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 other than with respect to Sections 5.01(i), 5.01(ii) or 5.01(iii) above or following the acceleration of the Notes pursuant to Section 5.02 upon an Event of Default other than with respect to 5.01(i), 5.01(ii) or 5.01(iii) above, it shall pay out the money or property in the following order: FIRST: pro rata based upon amounts owed (i) to the Owner Trustee for amounts due under Article X of the Trust Agreement, to the Indenture Trustee for amounts due under Section 6.07, to the Irish Paying Agent for amounts due under the Irish Paying Agent Agreement, to the Back-up Administrator for amounts due under the Back-up Administration Agreement, not to exceed $200,000 per annum in the aggregate, (ii) to Ambac for the Note Insurance Premium and expenses then due and payable, not to exceed the amount specified in the Financial Guaranty Insurance Policy Premium Letter, and (iii) to the Servicers and the Administrator, the unpaid fees and expenses owed by the Issuer to such parties; SECOND: to the holders of the Class A Notes for amounts due and unpaid on the Class A Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes for interest; THIRD: to Ambac, any amounts then due and payable to Ambac pursuant to the Reimbursement Agreement relating to the Financial Guaranty Insurance Policy (excluding any Ambac Indemnity Payments), together with any required interest thereon; FOURTH: to the holders of the Class A Notes for amounts due and unpaid on the Class A Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes for principal, until the Outstanding Amount of the Class A Notes is zero; FIFTH: to Ambac any Ambac Indemnity Payments and any other amounts then due and payable to Ambac pursuant to the Reimbursement Agreement relating to the Financial Guaranty Insurance Policy, together with any required interest thereon; SIXTH: pro rata based upon amounts owed, (i) to the Owner Trustee, the Indenture Trustee, the Irish Paying Agent and the Back-up Administrator, for all amounts due and owning to such parties under the Basic Documents to the extent not paid pursuant to priority FIRST above, (ii) to FMC, for any unreimbursed Advances made pursuant to Section 8.10, and (iii) to the Servicer, the Administrator, the Auction Agent, the Broker-Dealers and the Guarantee Agency, for all amounts due and owing to such parties pursuant to the Basic Documents; SEVENTH: to the holders of the Class A-IO Notes any Prepayment Penalties remaining unpaid from prior Distribution Dates, together with interest thereon at the Note Interest Rate for the Class A-IO Notes; and EIGHTH: to the Owner Trustee (on behalf of the Issuer), for distribution to the Certificateholders in accordance with the terms of the Trust Agreement.

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, the Indenture Trustee subject to the provisions of Section 10.17 10.16 hereof may may, and shall, at the written direction of the Holders of not less than 66-2/3% of the aggregate Note Balances of the Notes, do one or more of the following (subject to Section 5.055.05 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, otherwise enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders 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 (viiv) 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; PROVIDED, howeverHOWEVER, that the Indenture Trustee must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes representing not less than a majority of the Note Balance of are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) the Indenture Trustee determines that the Loans Contracts 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 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 Holders of at least 66-2/3% of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and rely upon written advice or 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, so long as a Servicing Servicer Event of Default has not occurred, any Sale sale of the Trust Estate shall be made subject to the continued servicing of the Loans Contracts by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:order of priority set forth in Section 8.01 hereof. 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, the Indenture Trustee may, or at the written direction of the Majority Noteholders (subject to the provisions of Section 10.17 hereof may terms hereof) shall, do one or more of the following (subject to Section 5.055.5): (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 and the Hedge Agreements (including any termination payments and any other amounts owed thereunder) or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor 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 Trustee, the Noteholders of the Notes and the Holders Hedge Counterparties, including, for the avoidance of doubt, the Notes;exercise of any remedies available under the Basic Documents; and (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 (vi) 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. Law; provided, however, that the Indenture Trustee must may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, if (iother than an Event of Default described in Section 5.1(a)(i) the Holders of the Notes representing not less than a majority of the Note Balance of all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (ii), unless (A) the Majority Noteholders consent thereto, (B) the proceeds of such sale or liquidation distributable to the Secured Parties are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest and all amounts then due under the Hedge Agreements or that would be due and payable if the Hedge Agreements were terminated on the date of such sale (including any termination payments and any other amounts owed thereunder or that would be due and payable if the Hedge Agreements were terminated on the date of such sale) or (C) the Indenture Trustee determines that the Loans Collateral 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 immediately due and payable, and the Indenture Trustee obtains the consent of one hundred percent (100%) of the Outstanding Notes; provided a sale under clause (A) or clause (C) will not be permitted unless the proceeds of such sale or liquidation distributable to the Secured Parties are sufficient to discharge in full all amounts then due under the Hedge Agreements or that would be due and payable if the Hedge Agreements were terminated on the date of such sale (including any termination payments and any other amounts owed thereunder or that would be due and payable if the Hedge Agreements were terminated on the date of such sale). In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the shall, within two (2) Business Days, deposit such money or property to the Collection Account as Collections to be applied pursuant to Article VIII hereof. If the Indenture Trustee collects any money or property pursuant to this Article V, the Indenture Trustee may fix a record date and payment date for any payment to Noteholders and Hedge Counterparties pursuant to this Section 5.4. At least fifteen (15) days before such record date, the Issuer shall mail, by overnight mail, to each Noteholder (or transmit electronically, to the extent Notes are held in book-entry form) and each Hedge Counterparty and the following order:Indenture Trustee a notice that states the record date, the payment date and the amount to be paid. The Indenture Trustee shall incur no liability as a result of any sale (whether public or private) of the Collateral or any part thereof pursuant to this Section 5.4 that is conducted in a commercially reasonably manner. Each of the Issuer and the Noteholders hereby waives any claim against the Indenture Trustee arising by reason of the fact that the price at which the Collateral may have been sold at such sale (whether public or private) was less than the price that might have been obtained otherwise, even if the Indenture Trustee accepts the first offer received and does not offer the Collateral to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. Each of the Issuer and the Noteholders hereby agree that in respect of any sale of the Collateral pursuant to the terms hereof, the Indenture Trustee is authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable Law, or in order to obtain any required approval of the sale or of the purchaser by any governmental authority or official, and the Issuer and the Noteholders further agree that such compliance shall not, in and of its self, result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Indenture Trustee be liable or accountable to the Issuer or any Noteholders for any discount allowed by reason of the fact that the Collateral or any part thereof is sold in compliance with any such limitation or restriction.

Remedies; Priorities. (a) If an Event of Default shall have -------------------- occurred and be continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor 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 the Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if other than an Event of Default described in Section 5.01(i) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Outstanding Amount of the Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 Holders of Notes representing at least 66 2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.07; SECOND: to the Servicer for due and unpaid Servicing Fees or any other amounts due to it by the Issuer pursuant to the Transfer and Servicing Agreement; THIRD: to Noteholders for amounts due and unpaid on the Notes for interest (including any premium), ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest (including any premium);

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to [shall, at the provisions direction of Section 10.17 hereof may the Securities Insurer, and if a Securities Insurer Default has occurred and is continuing, the Indenture Trustee] may, and at the direction of a majority of the Holders of the Outstanding Notes shall, do one or more of the following (subject to Section 5.055.05 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 and amounts due [to the Securities Insurer or] under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders of Securities Insurer] or the Notes;Noteholders; and (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 (vi) 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 (x) if a Securities Insurer Default has occurred and is continuing, the Indenture Trustee must may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, if unless (iA) the Holders of the Notes representing not less than a majority 100% of the Note Balance Outstanding Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and/or interest or (iiC) the Indenture Trustee determines that the Loans Collateral 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 Holders of 66-2/3% of the Outstanding Notes, and (y) if no Securities Insurer Default has occurred and is continuing, the Securities Insurer may direct the Indenture Trustee and the Indenture Trustee shall comply with any such direction, to sell or otherwise liquidate the Collateral following an Event of Default if (1) the conditions under either A, B or C in clause (x) above are met or (2) the Securities Insurer has paid the Notes in full under the Guaranty Policy. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC) of this Subsection (a)(iv), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement]. (b) If the Indenture Trustee collects any money or property pursuant to this Article ARTICLE V, it shall pay out the money or property in the following order:: FIRST: to the Indenture Trustee, any Indenture Trustee Fees due and payable, for any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V and any other amounts payable to the Indenture Trustee pursuant to Section 6.07 hereof; SECOND: to the Servicer, any Servicing Compensation due and payable under the Sale and Servicing Agreement; THIRD: to the Master Servicer, any Master Servicing Compensation due and unpaid; [FOURTH: to the Securities Insurer for any Guaranty Insurance Premiums due and payable;] FIFTH: to the Owner Trustee, any Owner Trustee Fees due and payable; SIXTH: to the Noteholders for amounts due and unpaid on the Notes for interest, pro rata among the Holders of the Notes for interest, according to the amounts due and payable pursuant to Section 5.01(d) of the Sale and Servicing Agreement, until the Note Principal Balance of the Notes is reduced to zero;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to shall, at the provisions direction of Section 10.17 hereof the Note 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 (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders of Note Insurer or the NotesOwners; (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 (vi) 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 must may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, if unless (iA) the Holders Owners of 100% of the Outstanding Amount of the Notes representing not less than a majority consent thereto, (B) the proceeds of such sale or liquidation distributable to the Note Balance of Owners are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) the Indenture Trustee determines that the Loans Collateral 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 Owners of 66-2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to may and at the provisions direction of Section 10.17 hereof may a majority of the Holders of the Notes shall do one or more of the 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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders of the Notes;Noteholders; and (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 (vi) 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 must may not sell or otherwise liquidate the Trust Estate Collateral as permitted under this Section 5.04 following an Event of Default, if unless (iA) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Outstanding Amount of the Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (iiC) the Indenture Trustee determines that the Loans Collateral 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 Holders of 66-2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (B)C) above, the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee Trustee, subject to the provisions of Section 10.17 hereof may 5.05 and Section 10.16, may, or shall, at the direction of the Holders of Notes representing not less than a majority of the aggregate Note Balance of the Notes, do one or more of the following (subject to Section 5.05):following: (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, enforce any judgment obtained, thereby obtained and collect from the Issuer and Issuing Entity or any other obligor upon such 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 EstateIndenture; (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 Holders 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 3.05Noteholders; and (viiv) sell the Trust Estate or any smaller 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of the Notes representing not less than a majority 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all of amounts then due and unpaid on the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest, or (iiC) 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 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 Holders of Notes representing not less than 66 2/3% of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (B)C) above, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation addressed to the Indenture Trustee as to the feasibility of such proposed action and as to the sufficiency of the portion of the Trust Estate for such purpose. Notwithstanding the foregoing, for so long as a Servicing Default has shall not have occurred, any Sale of the Trust Estate 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. (b) If the Indenture Trustee collects any money or property pursuant to this Article V(or in any case following an Event of Default and an acceleration of the Notes), it shall pay out the such money or property in the following order: (i) to the Indenture Trustee, for amounts due under Section 6.07 and to the Administrator for amounts due under Section 4 of the Administration Agreement and to the Owner Trustee, for amounts due to it under the Basic Documents; (ii) to the Senior Noteholders, for amounts due and unpaid on the Senior Notes in respect of interest, ratably, without preference or priority of any kind, according to the amounts then due and payable; (iii) to the Senior Noteholders, for amounts due and unpaid on the Notes in respect of principal, ratably, without preference or priority of any kind, until the respective Note Balances of the Senior Notes have been reduced to zero; (iv) to the Class M-1 Noteholders, for amounts due and unpaid on the Class M-1 Notes in respect of interest, ratably, without preference or priority of any kind, according to the amounts then due and payable; (v) to the Class M-1 Noteholders, for amounts due and unpaid on the Class M-1 Notes in respect of principal, ratably, without preference or priority of any kind, according to the amounts then due and payable; (vi) to the Class M-2 Noteholders, for amounts due and unpaid on the Class M-2 Notes in respect of interest, ratably, without preference or priority of any kind, according to the amounts then due and payable; (vii) to the Class M-2 Noteholders, for amounts due and unpaid on the Class M-2 Notes in respect of principal, ratably, without preference or priority of any kind, according to the amounts then due and payable; (viii) to the Class B-1 Noteholders, for amounts due and unpaid on the Class B-1 Notes in respect of interest, ratably, without preference or priority of any kind, according to the amounts then due and payable; (ix) to the Class B-1 Noteholders, for amounts due and unpaid on the Class B-1 Notes in respect of principal, ratably, without preference or priority of any kind, according to the amounts then due and payable; (x) to the Class B-2 Noteholders, for amounts due and unpaid on the Class B-2 Notes in respect of interest, ratably, without preference or priority of any kind, according to the amounts then due and payable; (xi) to the Class B-2 Noteholders, for amounts due and unpaid on the Class B-2 Notes in respect of principal, ratably, without preference or priority of any kind, according to the amounts then due and payable; and (xii) to the Indenture Trustee any remaining amounts for distribution to the Holders of Certificates and the Non-Offered Subordinate Notes in accordance with Section 3.26(d). 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, the Indenture Trustee subject to the provisions of Section 10.17 10.16 hereof may may, and shall, at the written direction of the Holders of a majority of the aggregate Note Balance of the Notes, do one or more of the following (subject to Section 5.055.05 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, otherwise enforce any judgment obtained, and collect from the Issuer and any other obligor 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 EstateTrust; (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 Holders of the Notes;; and (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 (vi) 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; PROVIDED, howeverHOWEVER, that the Indenture Trustee must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes representing not less than a majority of the Note Balance of are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) 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 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 Holders of a majority of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and rely upon written advice or 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, so long as a Servicing Servicer Event of Default has not occurred, any Sale sale 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. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it the Indenture Trustee shall forward such funds to the Securities Administrator and the Securities Administrator shall pay out the money or property in the following order: (i) to the Indenture Trustee and the Securities Administrator for amounts due under Section 6.07 hereof and to the Owner Trustee for amounts due pursuant to Article VII of the Trust Agreement; (ii) to the Noteholders in the order of priority set forth in Section 3.05(b); and (iii) to the payment of the remainder, if any to the Certificate Paying Agent on behalf of the Issuer or to any other person legally entitled thereto. The Securities Administrator 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 Securities Administrator 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 the Notes have been declared immediately due and payable following an Event of Default shall have occurred and be continuingDefault, the Indenture Trustee subject to may, or at the provisions written direction of Section 10.17 hereof may do the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall, take one or more of the following actions as so directed (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such 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 Relevant UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders 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 3.05Noteholders; and (viiv) sell the Trust Estate or any portion thereof or rights 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 must may not sell or otherwise liquidate the Trust Estate at the direction of the Holders following an Event of Default, if other than an Event of Default described in Section 5.1(i) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance consent thereto, (B) the proceeds of such sale or liquidation will be sufficient to pay in full the Note Balance and all of accrued but unpaid interest on the Outstanding Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 immediately due and payable, and the Indenture Trustee obtains the consent of the Holders of Notes evidencing not less than 66 2/3% of the Note Balance of the Controlling Class. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (B)C) above, the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If Notwithstanding the provisions of Section 2.8 or Section 8.2, if the Indenture Trustee collects any money or property pursuant to this Section 5.4 and the Notes have been accelerated, it shall pay out such money or property (and other amounts, including all amounts held on deposit in the Reserve Account) in the following order of priority: (i) first, to the Servicer, the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period; (ii) second, to the Backup Servicer, the Total Backup Servicer Fee for the preceding Collection Period plus any amounts due in connection with indemnification of the Backup Servicer and not paid pursuant to Section 7.3 of the Sale and Servicing Agreement plus, if the Backup Servicer has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement; (iii) third, on a pro rata basis, to the Class A Noteholders, the Total Note Interest for each Class of the Class A Notes; (iv) fourth, if an Event of Default described in Section 5.1(i), (ii), (v) or (vi) has occurred, in the following order of priority: (A) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (B) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full; (C) to the Class B Noteholders, the Total Note Interest for the Class B Notes; (D) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full; (E) to the Class C Noteholders, the Total Note Interest for the Class C Notes; (F) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full; (G) to the Class D Noteholders, the Total Note Interest for the Class D Notes; (H) to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full; (v) fifth, if an Event of Default described in Section 5.1(iii) or (iv) has occurred, in the following order of priority: (A) to the Class B Noteholders, the Total Note Interest for the Class B Notes; (B) to the Class C Noteholders, the Total Note Interest for the Class C Notes; (C) to the Class D Noteholders, the Total Note Interest for the Class D Notes; (D) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (E) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full; (F) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full; (G) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full; (H) to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full; (vi) sixth, if the Backup Servicer or any other Successor Servicer has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, to the Backup Servicer or such other Successor Servicer, as applicable, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement plus the Additional Servicing Fee, if any, for the preceding Collection Period; (vii) seventh, to the Indenture Trustee, all amounts due to the Indenture Trustee as compensation pursuant to Section 6.7 not previously paid by the Administrator; and (viii) eighth, to the Certificateholders, any remaining amounts. Prior to an acceleration of the Notes following an Event of Default, if the Indenture Trustee collects any money or property pursuant to this Article V, it such amounts shall pay out the money or property be deposited in the following order:Collection Account and distributed in accordance with Section 2.8 and Section 8.2. (c) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.4. At least five (5) days before such record date, the Indenture Trustee on behalf of the Issuer 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, the Indenture Note Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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 Note Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Note Issuer and any other obligor upon such Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Note Indenture with respect to the Trust EstateCollateral; (iii) exercise any remedies of a secured party under the UCC UCC, the Statute or other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Note Trustee and the Holders of the Notes;; and (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 (vi) 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 Note Trustee must may not sell or otherwise liquidate any portion of the Trust Estate Collateral following an Event of Default, if other than an Event of Default described in Section 5.01(a), (ib) or (c), unless (A) the Holders of the Notes representing not less than a majority 100 percent of the Note Balance of all Outstanding Amount of the Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest after taking into account payment of all amounts due prior thereto pursuant to the priorities set forth in Section 8.02(d) or (iiC) the Indenture Note Trustee determines that the Loans Collateral 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 all payments on the Notes as they would have become due if the Notes had not been declared due and payable, and the Note Trustee obtains the consent of Holders of 66-2/3 percent of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Note Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Note Trustee collects any money or property pursuant to this Article V, it shall pay out such money in accordance with the money or property priorities set forth in the following order:Section 8.02(d).

Remedies; Priorities. (a) If the Notes have been declared immediately due and payable following an Event of Default shall have occurred and be continuingDefault, the Indenture Trustee subject to may, or at the provisions written direction of Section 10.17 hereof may do the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall, take one or more of the following actions as so directed (subject to Section 5.05Section 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, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such 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 Relevant UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders 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 3.05Noteholders; and (viiv) sell the Trust Estate or any portion thereof or rights 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 must may not sell or otherwise liquidate the Trust Estate at the direction of the Holders following an Event of Default, if other than an Event of Default described in Section Section 5.1 (i) or (ii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance consent thereto, (B) the proceeds of such sale or liquidation will be sufficient to pay in full the Note Balance and all of accrued but unpaid interest on the Outstanding Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 immediately due and payable, and the Indenture Trustee obtains the consent of the Holders of Notes evidencing not less than 66 2/3% of the Note Balance of the Controlling Class. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (B)C) above, the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If Notwithstanding the provisions of Section Section 2.8 or Section Section 8.2, if the Indenture Trustee collects any money or property pursuant to this Section Section 5.4 and the Notes have been accelerated, it shall pay out such money or property (and other amounts, including all amounts held on deposit in the Reserve Account) in the following order of priority: (i) first, to the Servicer, the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period; (ii) second, (A) to the Backup Servicer, the Total Backup Servicer Fee for the preceding Collection Period plus any amounts due in connection with indemnification of the Backup Servicer and not paid pursuant to Section Section 7.3 of the Sale and Servicing Agreement plus, if the Backup Servicer has become the Servicer pursuant to Section Section 8.2 of the Sale and Servicing Agreement, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section Section 8.2(b) of the Sale and Servicing Agreement and (B) to the Indenture Trustee, all amounts due to the Indenture Trustee as compensation pursuant to Section Section 6.7 not previously paid by the Administrator, and to the Delaware Trustee and the Owner Trustee, all amounts due to the Delaware Trustee and the Owner Trustee pursuant to Sections 8.1 and 8.2 of the Trust Agreement not previously paid by the Servicer; (iii) third, on a pro rata basis, to the Class A Noteholders, the Total Note Interest for each Class of the Class A Notes; (iv) fourth, if an Event of Default described in Section Section 5.1 (i), (ii), (v) or (vi) has occurred, in the following order of priority: (A) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (B) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full; (C) to the Class B Noteholders, the Total Note Interest for the Class B Notes; (D) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full; (E) to the Class C Noteholders, the Total Note Interest for the Class C Notes; (F) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full; (G) to the Class D Noteholders, the Total Note Interest for the Class D Notes; (H) to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full; (v) fifth, if an Event of Default described in Section Section 5.1 (iii) or (iv) has occurred, in the following order of priority: (A) to the Class B Noteholders, the Total Note Interest for the Class B Notes; (B) to the Class C Noteholders, the Total Note Interest for the Class C Notes; (C) to the Class D Noteholders, the Total Note Interest for the Class D Notes; (D) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (E) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full; (F) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full; (G) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full; (H) to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full; (vi) sixth, if the Backup Servicer or any other Successor Servicer has become the Servicer pursuant to Section Section 8.2 of the Sale and Servicing Agreement, to the Backup Servicer or such other Successor Servicer, as applicable, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section Section 8.2(b) of the Sale and Servicing Agreement plus the Additional Servicing Fee, if any, for the preceding Collection Period; and (vii) seventh, to the Certificateholders, any remaining amounts. (c) Prior to an acceleration of the Notes following an Event of Default, if the Indenture Trustee collects any money or property pursuant to this Article V, it such amounts shall pay out the money or property be deposited in the following order:Collection Account and distributed in accordance with Section Section 2.8 and Section Section 8.2. (d) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section Section 5.4. At least five (5) days before such record date, the Indenture Trustee on behalf of the Issuer 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, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor 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 the Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if other than an Event of Default described in Section 5.01(i) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Outstanding Amount of the Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 Holders of 66-2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate which opinion shall be made subject conclusive evidence as to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreementsuch feasibility or sufficiency. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared immediately due and payable following an Event of Default shall have occurred and be continuingDefault, the Indenture Trustee subject to may, or at the provisions written direction of Section 10.17 hereof may do the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall, take one or more of the following actions as so directed (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such 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 Relevant UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders 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 3.05Noteholders; and (viiv) sell the Trust Estate or any portion thereof or rights 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 must may not sell or otherwise liquidate the Trust Estate at the direction of the Holders following an Event of Default, if other than an Event of Default described in Section 5.1(i) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance consent thereto, (B) the proceeds of such sale or liquidation will be sufficient to pay in full the Note Balance and all of accrued but unpaid interest on the Outstanding Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 immediately due and payable, and the Indenture Trustee obtains the consent of the Holders of Notes evidencing not less than 66 2/3% of the Note Balance of the Controlling Class. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (B)C) above, the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If Notwithstanding the provisions of Section 2.8 or Section 8.2, if the Indenture Trustee collects any money or property pursuant to this Section 5.4 and the Notes have been accelerated, it (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall pay out such money or property (and other amounts, including all amounts held on deposit in the Reserve Account) in the following order of priority: (i) first, to the Servicer, the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period; (ii) second, on a pro rata basis: (A) if the Indenture Trustee has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, any amounts due in connection with indemnification of the Indenture Trustee as Successor Servicer and not paid pursuant to Section 7.2 of the Sale and Servicing Agreement plus any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement; (B) to the Indenture Trustee, all amounts due to the Indenture Trustee as compensation pursuant to Section 6.7 not previously paid by the Administrator, and to the Owner Trustee, all amounts due to the Owner Trustee pursuant to Sections 8.1 and 8.2 of the Trust Agreement not previously paid by the Servicer; and (C) to the Asset Representations Reviewer, all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer; (iii) third, on a pro rata basis, to the Class A Noteholders, the Total Note Interest for each Class of the Class A Notes; (iv) fourth, if an Event of Default described in Section 5.1 (i), (ii), (v) or (vi) has occurred, in the following order of priority: (A) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (B) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full; (C) to the Class B Noteholders, the Total Note Interest for the Class B Notes; (D) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full; (E) to the Class C Noteholders, the Total Note Interest for the Class C Notes; (F) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full; (G) to the Class D Noteholders, the Total Note Interest for the Class D Notes; (H) to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full; (v) fifth, if an Event of Default described in Section 5.1 (iii) or (iv) has occurred, in the following order of priority: (A) to the Class B Noteholders, the Total Note Interest for the Class B Notes; (B) to the Class C Noteholders, the Total Note Interest for the Class C Notes; (C) to the Class D Noteholders, the Total Note Interest for the Class D Notes; (D) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (E) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full; (F) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full; (G) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full; (H) to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full; (vi) sixth, if the Indenture Trustee or any other Successor Servicer has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, to such Successor Servicer, any Additional Servicing Fee, if any, for the preceding Collection Period; and (vii) seventh, to the Certificateholders, any remaining amounts. (c) Prior to an acceleration of the Notes following an Event of Default, if the Indenture Trustee collects any money or property pursuant to this Article V, it such amounts shall pay out the money or property be deposited in the following order:Collection Account and distributed in accordance with Section 2.8 and Section 8.2. (d) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.4. At least five (5) days before such record date, the Indenture Trustee on behalf of the Issuer 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, the Indenture Trustee subject to may, or shall at the provisions written direction of Section 10.17 hereof may the Interested Noteholders representing not less than a majority of the Outstanding Amount of the applicable Classes of Notes (or such different percentage as set forth below), do one or more of the 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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 EstateEstate securing the 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 Holders holders of the Notes;; and (iv) [Reserved] (v) refrain from selling sell the Indenture Trust Estate (unless otherwise directed by a majority of noteholders) and continue to apply all amounts received thereon to payments on securing the Notes in accordance with Section 3.05; and (vi) 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 must may not sell or otherwise liquidate the Indenture Trust Estate securing the Notes following an Event of Default, if (iother than an Event of Default described in Section 5.01(i) the Holders of the Notes representing not less than a majority of the Note Balance of all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (ii), unless (x) 100% of the Noteholders consent to such sale, (y) the proceeds of such sale are sufficient to pay in full the principal of and the accrued interest on the Notes or (z) the Indenture Trustee determines that the collections on the Financed Student Loans will would not continue be sufficient on an ongoing basis to provide sufficient funds for (A) the payment of expenses under this Indenture and (B) 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. In determining such sufficiency or insufficiency with respect to clause (A) , and (B), the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to obtains the feasibility of such proposed action and as to the sufficiency consent of the Trust Estate for such purpose. Notwithstanding the foregoingholders of Notes, so long as representing not less than a Servicing Default has not occurred, any Sale 66.67% of the Trust Estate shall be made subject to the continued servicing Outstanding Amount of the Loans by the Servicer as provided in the Servicing AgreementNotes. (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) or 5.01(ii) above or following the acceleration of the Notes pursuant to this Article V, it shall pay out the money or property in the following order:Section

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing with respect to any Series of Outstanding Notes and such Series of Notes has been accelerated under Section 5.02, the Indenture Trustee subject may institute proceedings to enforce the provisions of Section 10.17 hereof may do one or more obligations of the following (subject Issuer hereunder and under the Indenture Supplement with respect to Section 5.05): (i) institute Proceedings such Series of Notes in its own name and as trustee on behalf of an express trust the Noteholders of such Series for the collection of all amounts then payable on the Notes of such Series or under this Indenture or such Indenture Supplement with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes monies moneys adjudged due;. (iib) If an Event of Default shall have occurred and be continuing with respect to all Series of Outstanding Notes and all Series of Outstanding Notes have been accelerated under Section 5.02, the Indenture Trustee may or, if so directed by the Majority Investors, the Indenture Trustee shall, do one or more of the following: (i) institute Proceedings proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstatePledged Assets; (iiiii) exercise any remedies of a secured party under the UCC NYUCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders 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 (viiii) in the case of an Event of Default referred to in clause (a) or (b) of Section 5.01, sell the Trust Estate or any portion thereof Pledged Assets or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law. provided, however, accordance with Section 5.05; provided that the Indenture Trustee must may not sell or otherwise liquidate the Trust Estate Pledged Assets following an Event of Default, if Default referred to in clause (ia) or (b) of Section 5.01 unless (A) the Holders proceeds of the Notes representing not less than a majority sale or liquidation of the Note Balance of Pledged Assets are sufficient to discharge in full all of amounts due and unpaid with respect to the Notes direct Notes, (B) if the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (ii) the Indenture Trustee determines has determined that the Loans Pledged Assets 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, Holders of Notes evidencing 66 2/3% of the Outstanding Amount, voting as they would have become due if a single class, consent to such sale or liquidation or (C) Holders of Notes evidencing 100% of the Notes had not been declared due and payableOutstanding Amount consent to such sale or liquidation. In determining such sufficiency or insufficiency with respect to clause (A) and (B), the Indenture Trustee may, but need notis not required to, obtain and 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 Pledged Assets for such purpose. Notwithstanding the foregoing, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (bc) If the Indenture Trustee collects any money or property pursuant to this Article V, it such money or property shall be held by the Indenture Trustee as additional collateral hereunder and the Indenture Trustee shall pay out the such money or property to the Collection Account for distribution in accordance with the following order:provisions of Article VIII.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the following (subject to Section 5.055.5): (i) institute Proceedings 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, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes monies moneys adjudged due; (ii) institute Proceedings 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 Holders 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 (viiv) 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; PROVIDED, howeverHOWEVER, that the Indenture Trustee must may not sell or otherwise other-wise liquidate the Trust Estate following an Event of Default, if other than an Event of Default described in Section 5.1(i) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Outstanding Amount of the Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 Trustee obtains the consent of Holders of 66-2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the such money or property (and other amounts including amounts held on deposit in the Reserve Account) held as Collateral for the benefit of the Noteholders in the following order:: FIRST: to the Trustee for amounts due under Section 6.7; SECOND: to Noteholders for amounts due and unpaid on the Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest;

Remedies; Priorities. (a) If the Notes have been declared immediately due and payable following an Event of Default shall have occurred and be continuingDefault, the Indenture Trustee subject to may, or at the provisions written direction of Section 10.17 hereof may do the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall, take one or more of the following actions as so directed (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such 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 Relevant UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders 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 3.05Noteholders; and (viiv) sell the Trust Estate or any portion thereof or rights 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 must may not sell or otherwise liquidate the Trust Estate at the direction of the Holders following an Event of Default, if other than an Event of Default described in Section 5.1 (i) or (ii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance consent thereto, (B) the proceeds of such sale or liquidation will be sufficient to pay in full the Note Balance and all of accrued but unpaid interest on the Outstanding Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 immediately due and payable, and the Indenture Trustee obtains the consent of the Holders of Notes evidencing not less than 66 2/3% of the Note Balance of the Controlling Class. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (B)C) above, the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If Notwithstanding the provisions of Section 2.8 or Section 8.2, if the Indenture Trustee collects any money or property pursuant to this Section 5.4 and the Notes have been accelerated, it (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall pay out such money or property (and other amounts, including all amounts held on deposit in the Reserve Account) in the following order of priority: (i) first, to the Servicer, the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period; (ii) second, on a pro rata basis, (A) to the Backup Servicer, the Total Backup Servicer Fee for the preceding Collection Period plus any amounts due in connection with indemnification of the Backup Servicer and not paid pursuant to Section 7.3 of the Sale and Servicing Agreement plus, if the Backup Servicer has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement and (B) to the Indenture Trustee, all amounts due to the Indenture Trustee as compensation pursuant to Section 6.7 not previously paid by the Administrator, and to the Owner Trustee, all amounts due to the Owner Trustee pursuant to Sections 8.1 and 8.2 of the Trust Agreement not previously paid by the Servicer; (iii) third, on a pro rata basis, to the Class A Noteholders, the Total Note Interest for each Class of the Class A Notes; (iv) fourth, if an Event of Default described in Section 5.1 (i), (ii), (v) or (vi) has occurred, in the following order of priority: (A) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (B) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full; (C) to the Class B Noteholders, the Total Note Interest for the Class B Notes; (D) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full; (E) to the Class C Noteholders, the Total Note Interest for the Class C Notes; (F) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full; (G) to the Class D Noteholders, the Total Note Interest for the Class D Notes; (H) to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full; (v) fifth, if an Event of Default described in Section 5.1 (iii) or (iv) has occurred, in the following order of priority: (A) to the Class B Noteholders, the Total Note Interest for the Class B Notes; (B) to the Class C Noteholders, the Total Note Interest for the Class C Notes; (C) to the Class D Noteholders, the Total Note Interest for the Class D Notes; (D) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (E) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full; (F) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full; (G) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full; (H) to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full; (vi) sixth, if the Backup Servicer or any other Successor Servicer has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, to the Backup Servicer or such other Successor Servicer, as applicable, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement plus the Additional Servicing Fee, if any, for the preceding Collection Period; and (vii) seventh, to the Certificateholders, any remaining amounts. (c) Prior to an acceleration of the Notes following an Event of Default, if the Indenture Trustee collects any money or property pursuant to this Article V, it such amounts shall pay out the money or property be deposited in the following order:Collection Account and distributed in accordance with Section 2.8 and Section 8.2. (d) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.4. At least five (5) days before such record date, the Indenture Trustee on behalf of the Issuer 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, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor 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 the Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if other than an Event of Default described in Section 5.01(i) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Outstanding Amount of the Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 Holders of 66% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the 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 Notes for interest (including any premium), ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest (including any premium); THIRD: to the Noteholders in the following order of priority: (a) to Holders of the Class A-1 Notes for amounts due and unpaid on the Class A-1 Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-1 Notes for principal, until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (b) to Holders of the Class A-2 Notes for amounts due and unpaid on the Class A-2 Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-2 Notes for principal, until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (c) to Holders of the Class A-3 Notes for amounts due and unpaid on the Class A-3 Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-3 Notes for principal, until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and (d) to Holders of the Class A-4 Notes for amounts due and unpaid on the Class A-4 Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-4 Notes for principal, until the Outstanding Amount of the Class A-4 Notes is reduced to zero; and

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to may, or at the provisions direction of Section 10.17 hereof may Noteholders of Notes evidencing not less than a majority of the principal amount of the Notes shall, do one or more of the following (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 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 Holders of the Notes;Noteholders; and (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 (vi) 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 must may not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, if unless: (iA) the Holders holders of Notes evidencing 100% of the principal amount of the Notes representing not less than a majority (excluding Notes held by the Seller, the Servicer or any of their Affiliates) consent thereto; or (B) 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 (C) if the Event of Default is of the Note Balance of all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate type described in Section 5.1(i) or (ii) ), the Indenture Trustee Trustee- (1) determines (but shall have no obligation to make such determination) that the Loans Indenture Trust Estate 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 (2) the Indenture Trustee obtains the consent of holders of Notes evidencing not less than 66 2/3% of the principal amount of the Notes; or (D) with respect to an Event of Default described in Section 5.1(iii): (1) the holders of all Outstanding Notes and the Certificateholders of all Outstanding Certificates consent thereto; or (2) the proceeds of such sale or liquidation are sufficient to pay in full the principal of and accrued interest on the Outstanding Notes and Outstanding Certificates. In determining such sufficiency or insufficiency with respect to clause clauses (AC)(1) and (B)D)(2) above, the Indenture Trustee maymay (at other than its own expense), but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If Notwithstanding the provisions of Section 8.2 of this Indenture or Section 4.6 of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property (and other amounts including amounts held on deposit in the Reserve Account and the Yield Supplement Account) pursuant to this Article V, it shall pay out the money or property in the following orderorder of priority: (i) first, to the Indenture Trustee and the Owner Trustee for all amounts due for fees, expenses and indemnification under Section 6.7 of this Indenture, Article VII of the Trust Agreement and Section 6.2 of the Sale and Servicing Agreement, respectively, and not previously paid; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, if an Event of Default specified in Section 5.1(i), (ii), (iv) or (v) has occurred, in the following order of priority: (A) first, to the Class A Noteholders, interest due and payable on the Class A Notes (including interest at the applicable Note Interest Rate on any overdue interest, to the extent lawful), provided that if there are not sufficient funds available to pay the entire amount of interest due and payable on the Class A Notes, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (B) second, to the holders of the Class A-1 Notes in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full and then to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of such Class A Notes has been paid in full; and (C) third, to the Certificate Distribution Account, the sum of (x) accrued and unpaid interest on the Class B Certificates (together with interest at the Class B Rate on any overdue interest, to the extent lawful) and (y) the Outstanding Certificate Balance; (iv) fourth, if the only Event of Default that has occurred is the Event of Default specified in Section 5.1(iii), in the following order of priority: (A) to the Class A Noteholders, accrued and unpaid interest on the Class A Notes (together with interest on overdue interest at the applicable Note Interest Rate, to the extent lawful) provided that if there are not sufficient funds available to pay the entire amount of such interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (B) to the Noteholders, the Priority Note Principal Payment, if any, to be distributed in the same manner as described under Section 8.2(d) of this Indenture; (C) to the Certificate Distribution Account, accrued and unpaid interest on the Class B Certificates (together with interest at the Class B Rate on any overdue interest, to the extent lawful); (D) to the holders of the Class A-1 Notes in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full and then to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of such Class A Notes has been paid in full; and (E) to the Certificate Distribution Account for distribution to Class B Certificateholders in reduction of the Certificate Balance until the Certificate Balance is reduced to zero. (v) fifth, to the Depositor, any money or property remaining after payment in full of the amounts described in clauses (i)-(iv) of this Section 5.4(b). The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.4. At least fifteen (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. (c) Upon a sale or other liquidation of the Receivables in the manner set forth in Section 5.4(a), the Indenture Trustee shall provide reasonable prior notice of such sale or liquidation to each Noteholder and Certificateholder. A Noteholder or Certificateholder may submit a bid with respect to such sale.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing for any Series, and the Notes of such Series have been accelerated under Section 5.03, the Indenture Trustee shall (subject to the provisions of Section 10.17 hereof may Sections 5.06 and 11.17), do one or more of the following (subject to Section 5.05):following: (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 of the affected Series or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer the portion of the Trust Estate allocated to such Series and from any other obligor upon such Notes monies adjudged due; (ii) institute Proceedings from time sell all or a portion of the Issuer’s interest in the Receivables allocated to time such Series, in an amount not to exceed the Allocation Amount for the complete or partial foreclosure affected Series, as shall constitute a part 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 Holders 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 (vi) 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. ; and (iii) take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee or the Noteholders of the affected Series hereunder; provided, however, that the Indenture Trustee must sell or otherwise liquidate may not exercise the Trust Estate following an Event of Default, if remedy in subparagraph (iii) above unless (A) the Holders of the Notes representing not less greater than a majority 50% of the Note Balance of all Outstanding principal amount of the Notes direct of the Indenture Trustee to sell or otherwise liquidate the Trust Estate or accelerated Series consent thereto, (iiB) the Indenture Trustee determines that the Loans will proceeds of such sale distributable to the Noteholders of the affected Series are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines that (the Indenture Trustee may rely upon the opinion of an Independent investment banking firm) the Trust Estate may 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 Holders of not less than 66 2/3% of the Outstanding principal amount of the Notes of each Class of such affected Series. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property for a Series pursuant to this Article VV following the acceleration of the maturities of the Notes for such Series pursuant to Section 5.03 (so long as such declaration shall not have been rescinded or annulled), it shall pay out the money or property in the following order:order (unless otherwise provided in the related Indenture Supplement):

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, the Indenture Trustee subject to the provisions of Section 10.17 10.16 hereof may may, and shall, at the written direction of the Holders of a majority of the aggregate Note Balance of the Notes, do one or more of the following (subject to Section 5.055.05 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, otherwise enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes representing not less than a majority of the Note Balance of are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) 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 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 Holders of a majority of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and rely upon written advice or 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, so long as a Servicing Master Servicer Event of Default has not occurred, any Sale sale 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. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order: (i) to the Indenture Trustee for amounts due under Section 6.07 hereof and to the Owner Trustee for amounts due pursuant to Article VII of the Trust Agreement; (ii) to the Noteholders for amounts due and unpaid on the Notes (including Interest Carryforward Amount but not including any Basis Risk Shortfalls) with respect to interest, first, concurrently, to the Holders of each Class of Class A Notes, on a pro rata basis based on the entitlement of each such Class, second, to the Holders of the Class M-1 Notes, third, to the Holders of the Class M-2 Notes, fourth, to the Holders of the Class M-3 Notes, fifth, to the Holders of the Class M-4 Notes, sixth, to the Holders of the Class M-5 Notes, seventh, to the Holders of the Class M-6 Notes, eighth, to the Holders of the Class M-7 Notes, ninth, to the Holders of the Class M-8 Notes and tenth, to the Holders of the Class M-9 Notes, according to the amounts due and payable on the Notes for interest; (iii) to the Noteholders for amounts due and unpaid on the Notes with respect to principal, first, concurrently, to the Holders of each Class of Class A Notes, on a pro rata basis based on the Note Balance of each such Class, second, to the Holders of the Class M-1 Notes, third, to the Holders of the Class M-2 Notes, fourth, to the Holders of the Class M-3 Notes, fifth, to the Holders of the Class M-4 Notes, sixth, to the Holders of the Class M-5 Notes, seventh, to the Holders of the Class M-6 Notes, eighth, to the Holders of the Class M-7 Notes, ninth, to the Holders of the Class M-8 Notes and tenth, to the Holders of the Class M-9 Notes, according to the amounts due and payable on such Notes for principal, in each case, until the Note Balance of each such Class is reduced to zero; (iv) to the Noteholders for the amount of any related Allocated Realized Loss Amount (with interest on such Allocated Realized Loss Amount at the related Note Rate) not previously paid, first, to the Holders of the Class M-1 Notes, second, to the Holders of the Class M-2 Notes, third, to the Holders of the Class M-3 Notes, fourth, to the Holders of the Class M-4 Notes, fifth, to the Holders of the Class M-5 Notes, sixth, to the Holders of the Class M-6 Notes, seventh, to the Holders of the Class M-7 Notes, eighth, to the Holders of the Class M-8 Notes and ninth, to the Holders of the Class M-9 Notes; (v) to the Noteholders for amounts due and unpaid on the Notes with respect to any related Basis Risk Shortfalls, first, concurrently, to the Holders of each Class of Class A Notes, on a pro rata basis based on the Basis Risk Shortfalls for each such Class, second, to the Holders of the Class M-1 Notes, third, to the Holders of the Class M-2 Notes, fourth, to the Holders of the Class M-3 Notes, fifth, to the Holders of the Class M-4 Notes, sixth, to the Holders of the Class M-5 Notes, seventh, to the Holders of the Class M-6 Notes, eighth, to the Holders of the Class M-7 Notes, ninth, to the Holders of the Class M-8 Notes and tenth, to the Holders of the Class M-9 Notes, according to the amounts due and payable on the Notes with respect thereto, from amounts available in the Trust Estate for the Noteholders; and (vi) to the payment of the remainder, if any to the Certificate Paying Agent on behalf of the Issuer or to 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, the Indenture Trustee subject to may, or shall at the provisions written direction of Section 10.17 hereof may the Interested Noteholders representing not less than a majority of the Outstanding Amount of the applicable Classes of Notes (or such different percentage as set forth below), do one or more of the 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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 EstateEstate securing the 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 Holders holders of the Notes;; and (iv) [Reserved] (v) refrain from selling sell the Indenture Trust Estate (unless otherwise directed by a majority of noteholders) and continue to apply all amounts received thereon to payments on securing the Notes in accordance with Section 3.05; and (vi) 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; PROVIDED, howeverHOWEVER, that the Indenture Trustee must may not sell or otherwise liquidate the Indenture Trust Estate securing the Notes following an Event of Default, if (iother than an Event of Default described in Section 5.01(i) the Holders of the Notes representing not less than a majority of the Note Balance of all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (ii), unless (x) 100% of the Noteholders consent to such sale, (y) the proceeds of such sale are sufficient to pay in full the principal of and the accrued interest on the Notes or (z) the Indenture Trustee determines that the collections on the Financed Student Loans will would not continue be sufficient on an ongoing basis to provide sufficient funds for (A) the payment of expenses under this Indenture and (B) 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. In determining such sufficiency or insufficiency with respect to clause (A) , and (B), the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to obtains the feasibility of such proposed action and as to the sufficiency consent of the Trust Estate for such purpose. Notwithstanding the foregoingholders of Notes, so long as representing not less than a Servicing Default has not occurred, any Sale 66.67% of the Trust Estate shall be made subject to the continued servicing Outstanding Amount of the Loans by the Servicer as provided in the Servicing AgreementNotes. (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) or 5.01(ii) above or following the acceleration of the Notes pursuant to this Article VSection 5.02 upon an Event of Default with respect to Sections 5.01(i) or 5.01(ii) above, it shall pay out the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders 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 (vi) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of the Notes representing not less than a majority 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such Sale distributable to Holders are sufficient to discharge in full all of amounts then due and unpaid upon the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) the Indenture Trustee determines that the Home 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 Holders of 66 2/3% of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Home Loans by the Master Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared immediately due and payable following an Event of Default shall have occurred and be continuingDefault, the Indenture Trustee subject to may, or at the provisions written direction of Section 10.17 hereof may do the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall, take one or more of the following actions as so directed (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such 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 Relevant UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders 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 3.05Noteholders; and (viiv) sell the Trust Estate or any portion thereof or rights 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 must may not sell or otherwise liquidate the Trust Estate at the direction of the Holders following an Event of Default, if other than an Event of Default described in Section 5.1(i) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance consent thereto, (B) the proceeds of such sale or liquidation will be sufficient to pay in full the Note Balance and all of accrued but unpaid interest on the Outstanding Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 immediately due and payable, and the Indenture Trustee obtains the consent of the Holders of Notes evidencing not less than 66 2/3% of the Note Balance of the Controlling Class. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (B)C) above, the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If Notwithstanding the provisions of Section 2.8 or Section 8.2, if the Indenture Trustee collects any money or property pursuant to this Section 5.4 and the Notes have been accelerated, it shall pay out such money or property (and other amounts, including all amounts held on deposit in the Reserve Account) in the following order of priority: (i) first, to the Servicer, the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period; (ii) second, on a pro rata basis, to the Class A Noteholders, the Total Note Interest for each Class of the Class A Notes; (iii) third, if an Event of Default described in Section 5.1(i), (ii), (v) or (vi) has occurred, in the following order of priority: (A) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (B) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full; (C) to the Class B Noteholders, the Total Note Interest for the Class B Notes; (D) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full; (E) to the Class C Noteholders, the Total Note Interest for the Class C Notes; (F) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full; (G) to the Class D Noteholders, the Total Note Interest for the Class D Notes; (H) to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full; (iv) fourth, if an Event of Default described in Section 5.1(iii) or (iv) has occurred, in the following order of priority: (A) to the Class B Noteholders, the Total Note Interest for the Class B Notes; (B) to the Class C Noteholders, the Total Note Interest for the Class C Notes; (C) to the Class D Noteholders, the Total Note Interest for the Class D Notes; (D) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full; (E) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full; (F) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full; (G) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full; (H) to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full; (v) fifth, if a Successor Servicer has been appointed pursuant to Section 8.2 of the Sale and Servicing Agreement, to such Successor Servicer, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section 8.1(a) of the Sale and Servicing Agreement plus the Additional Servicing Fee, if any, for the preceding Collection Period; (vi) sixth, to the Indenture Trustee, all amounts due to the Indenture Trustee as compensation pursuant to Section 6.7 not previously paid by the Administrator; and (vii) seventh, to the Certificateholders, any remaining amounts. Prior to an acceleration of the Notes following an Event of Default, if the Indenture Trustee collects any money or property pursuant to this Article V, it such amounts shall pay out the money or property be deposited in the following order:Collection Account and distributed in accordance with Section 2.8 and Section 8.2. (c) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.4. At least five (5) days before such record date, the Indenture Trustee on behalf of the Issuer 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, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the following (subject to Section 5.055.06): (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, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor upon on 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 Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if other than Event of Default described in Section 5.01(i) or (ii), unless, (i) with respect to any Event of Default described in Section 5.01(iv) or (v): (A) the Holders holders of Notes evidencing 100% of the Notes representing not less than a majority Outstanding Amount of the Note Balance Controlling Class (excluding Notes held by a Seller, the Servicer or any of all their respective Affiliates) consent thereto; or (B) the proceeds of such sale or liquidation are sufficient to pay in full the Notes direct principal of and the Indenture Trustee to sell or otherwise liquidate accrued interest on the Trust Estate or Outstanding Notes; or (iiC) the Indenture Trustee determines based solely on an analysis provided by an independent accounting firm which shall not be at the expense of the Indenture Trustee that the Loans Trust Estate 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. In determining such sufficiency or insufficiency with respect to clause (A) payable and (B), obtains the Indenture Trustee may, but need not, obtain and rely upon an opinion consent of an Independent investment banking or accounting firm holders of national reputation as to the feasibility of such proposed action and as to the sufficiency Notes evidencing not less than 66?% of the Trust Estate for such purpose. Notwithstanding the foregoing, so long as a Servicing Default has not occurred, any Sale Outstanding Amount of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:Controlling Class; or

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, the Indenture Trustee Trustee, subject to the provisions of Section 10.17 hereof may 10.15 hereof, may, and shall, at the written direction of the Holders of a majority of the aggregate Note Principal Balances of the Notes, do one or more of the following (subject to Section 5.055.05 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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders of the Notes; (iv) [Reserved] exercise its rights as Holder of the Class A Grantor Trust Certificate pursuant to Section 7.02 of the Grantor Trust Agreement (v) refrain from selling provided, that the Trust Estate (Indenture Trustee shall not exercise its rights under such Section 7.02 unless otherwise directed by a majority and until an Event of noteholders) Default has occurred and continue to apply all amounts received thereon to payments on the Notes in accordance with Section 3.05is continuing); and (viv) 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; PROVIDED, howeverHOWEVER, that the Indenture Trustee must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Principal Balance of the Notes then outstanding, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes representing not less than a majority of the Note Balance of are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) 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 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 Holders of 66 2/3% of the aggregate Note Principal Balance of each Class of Notes then outstanding, voting separately; provided that, so long as the Investor owns 100% of the Securities, the Investor shall not be permitted to consent to such sale or liquidation of the Trust Estate. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer (other than any Servicer as to which an Event of Servicer Termination has occurred and is continuing) as provided in the Xxxxx Fargo Servicing Agreement. (b) If the Indenture Trustee or the Securities Administrator collects any money or property pursuant to this Article V, it the Securities Administrator shall pay out the money or property in the following order:: FIRST: to the Indenture Trustee, the Securities Administrator, Master Servicer the Custodian and the Servicer for amounts due and not previously paid pursuant to the Indenture and the other Basic Documents; SECOND: to the Class A-1 Noteholders and Class A-2 Noteholders, pro rata, for amounts due and unpaid on such Notes with respect to interest (not including any Basis Risk Shortfall Carryover Amounts), according to the amounts due and payable on each such Notes for interest;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee may, or shall, subject to Section 5.11, at the provisions written direction of Section 10.17 hereof may the Interested Noteholders representing not less than a majority of the Outstanding Amount of the applicable Classes of Notes (or such different percentage as set forth below), do one or more of the 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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 EstateEstate securing the 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 Holders holders of the Notes;; and (iv) [Reserved] (v) refrain from selling sell the Indenture Trust Estate (unless otherwise directed by a majority of noteholders) and continue to apply all amounts received thereon to payments on securing the Notes in accordance with Section 3.05; and (vi) 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 must may not sell or otherwise liquidate the Indenture Trust Estate securing the Notes following an Event of Default, if (iother than an Event of Default described in Section 5.01(i) the Holders of the Notes representing not less than a majority of the Note Balance of all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (ii), unless (x) 100% of the Noteholders consent to such sale, (y) the proceeds of such sale are sufficient to pay in full the principal of and the accrued interest on the Notes or (z) the Indenture Trustee determines that the collections on the Financed Student Loans will would not continue be sufficient on an ongoing basis to provide sufficient funds for (A) the payment of expenses under this Indenture and (B) 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 holders of Notes, representing not less than a 66.67% of the Outstanding Amount of the Notes. In determining the sufficiency of the collections on such sufficiency or insufficiency with respect to clause (A) and (B)loans, the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing 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) or 5.01(ii) above or following the acceleration of the Notes pursuant to this Article V, it shall pay out the money or property in the following order:Section

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor 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 the Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if other than an Event of Default described in Section 5.01(i) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Outstanding Amount of the Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 Holders of 66% of the Outstanding Amount of the Controlling Class. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out 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 for interest (including any premium), ratably, without preference or priority of any kind, according to the amounts due and payable on the [Class A] Notes for interest (including any premium);

Remedies; Priorities. (a) If the Notes have been declared immediately due and payable following an Event of Default shall have occurred and be continuingDefault, the Indenture Trustee subject to may, or at the provisions written direction of Section 10.17 hereof may do the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall, take one or more of the following actions as so directed (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such 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 Relevant UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders 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 3.05Noteholders; and (viiv) sell the Trust Estate or any portion thereof or rights 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 must may not sell or otherwise liquidate the Trust Estate at the direction of the Holders following an Event of Default, if other than an Event of Default described in Section 5.1(i) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance consent thereto, (B) the proceeds of such sale or liquidation will be sufficient to pay in full the Note Balance and all of accrued but unpaid interest on the Outstanding Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 immediately due and payable, and the Indenture Trustee obtains the consent of the Holders of Notes evidencing not less than 66 2/3% of the Note Balance of the Controlling Class. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (B)C) above, the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to may, or at the provisions direction of Section 10.17 hereof may Noteholders of Notes evidencing not less than a majority of the principal amount of the Notes shall, do one or more of the following (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 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 Holders of the Notes;Noteholders; and (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 (vi) 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 must may not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, if unless: (iA) the Holders holders of Notes evidencing 100% of the principal amount of the Notes representing not less than a majority (excluding Notes held by the Seller, the Servicer or any of their Affiliates) consent thereto; or (B) 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 (C) if the Event of Default is of the Note Balance of all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate type described in Section 5.1(i) or (ii) ), the Indenture Trustee Trustee- (1) determines (but shall have no obligation to make such determination) that the Loans Indenture Trust Estate 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 (2) the Indenture Trustee obtains the consent of holders of Notes evidencing not less than 66 2/3% of the principal amount of the Notes; or (D) with respect to an Event of Default described in Section 5.1(iii): (1) the holders of all Outstanding Notes and the Certificateholders of all Outstanding Certificates consent thereto; or (2) the proceeds of such sale or liquidation are sufficient to pay in full the principal of and accrued interest on the Outstanding Notes and Outstanding Certificates. In determining such sufficiency or insufficiency with respect to clause clauses (AC)(1) and (B)D)(2) above, the Indenture Trustee maymay (at other than its own expense), but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If Notwithstanding the provisions of Section 8.2 of this Indenture or Section 4.6 of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property (and other amounts including amounts held on deposit in the Reserve Account) pursuant to this Article V, it shall pay out the money or property in the following orderorder of priority: (i) first, to the Indenture Trustee and the Owner Trustee for all amounts due for fees, expenses and indemnification under Section 6.7 of this Indenture, Article VII of the Trust Agreement and Section 6.2 of the Sale and Servicing Agreement, respectively, and not previously paid; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, if an Event of Default specified in Section 5.1(i), (ii), (iv) or (v) has occurred, in the following order of priority: (A) first, to the Class A Noteholders, interest due and payable on the Class A Notes (including interest at the applicable Note Interest Rate on any overdue interest, to the extent lawful), provided that if there are not sufficient funds available to pay the entire amount of interest due and payable on the Class A Notes, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (B) second, to the holders of the Class A-1 Notes in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full and then to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of such Class A Notes has been paid in full; and (C) third, to the Certificate Distribution Account, the sum of (x) accrued and unpaid interest on the Class B Certificates (together with interest at the Class B Rate on any overdue interest, to the extent lawful) and (y) the Outstanding Certificate Balance; (iv) fourth, if the only Event of Default that has occurred is the Event of Default specified in Section 5.1(iii), in the following order of priority: (A) to the Class A Noteholders, accrued and unpaid interest on the Class A Notes (together with interest on overdue interest at the applicable Note Interest Rate, to the extent lawful) provided that if there are not sufficient funds available to pay the entire amount of such interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (B) to the Noteholders, the Priority Note Principal Payment, if any, to be distributed in the same manner as described under Section 8.2(d) of this Indenture; (C) to the Certificate Distribution Account, accrued and unpaid interest on the Class B Certificates (together with interest at the Class B Rate on any overdue interest, to the extent lawful); (D) to the holders of the Class A-1 Notes in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full and then to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of such Class A Notes has been paid in full; and (E) to the Certificate Distribution Account for distribution to Class B Certificateholders in reduction of the Certificate Balance until the Certificate Balance is reduced to zero. (v) fifth, to the Depositor, any money or property remaining after payment in full of the amounts described in clauses (i)-(iv) of this Section 5.4(b). The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.4. At least fifteen (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. (c) Upon a sale or other liquidation of the Receivables in the manner set forth in Section 5.4(a), the Indenture Trustee shall provide reasonable prior notice of such sale or liquidation to each Noteholder and Certificateholder. A Noteholder or Certificateholder may submit a bid with respect to such sale.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor 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 the Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if other than an Event of Default described in Section 5.01(i) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Outstanding Amount of the Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest at the time of such sale or otherwise liquidate the Trust Estate liquidation or (iiC) the Indenture Trustee determines that the Loans will Trust Estate shall 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 Holders of Notes representing at least 66 2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain at the Issuer's expense and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:order of priority on each Monthly Payment Date: FIRST: to the Indenture Trustee for amounts due under Section 6.07; SECOND: to the Servicer (if DFS is no longer the Servicer), for due and unpaid Servicing Fees or any other amounts due to it by the Issuer pursuant to the Transfer and Servicing Agreement; THIRD: to the Class A Noteholders for amounts due and unpaid on the Class A Notes for interest, on a pro rata basis without preference or priority of any kind (including without preference or priority among the different Classes of Class A Notes), according to the amounts due and payable on the Class A 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, the Indenture Trustee subject to the provisions of Section 10.17 10.16 hereof may may, and shall, at the written direction of the Holders of a majority of the aggregate Note Balance of the Notes, do one or more of the following (subject to Section 5.055.05 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, otherwise enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes representing not less than a majority of the Note Balance of are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) 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 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 Holders of a majority of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and rely upon written advice or 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, so long as a Servicing Master Servicer Event of Default has not occurred, any Sale sale 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. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order: (i) to the Indenture Trustee and the Owner Trustee for amounts due under Section 6.07 hereof and to the Owner Trustee for amounts due pursuant to Article VII of the Trust Agreement; (ii) to the Noteholders for amounts due and unpaid on the Notes (including Interest Carryforward Amount but not including any Basis Risk Shortfalls) with respect to interest, first, concurrently, to the Holders of each Class of Class A Notes, on a pro rata basis based on the entitlement of each such Class, second, to the Holders of the Class M-1 Notes, third, to the Holders of the Class M-2 Notes, fourth, to the Holders of the Class M-3 Notes, fifth, to the Holders of the Class M-4 Notes, sixth, to the Holders of the Class M-5 Notes, seventh, to the Holders of the Class M-6 Notes, eighth, to the Holders of the Class M-7 Notes, ninth, to the Holders of the Class M-8 Notes, tenth, to the Holders of the Class M-9 Notes and eleventh, to the Holders of the Class M-10 Notes according to the amounts due and payable on the Notes for interest; (iii) to the Noteholders for amounts due and unpaid on the Notes with respect to principal, first, concurrently, to the Holders of each Class of Class A Notes, on a pro rata basis based on the Note Balance of each such Class, second, to the Holders of the Class M-1 Notes, third, to the Holders of the Class M-2 Notes, fourth, to the Holders of the Class M-3 Notes, fifth, to the Holders of the Class M-4 Notes, sixth, to the Holders of the Class M-5 Notes, seventh, to the Holders of the Class M-6 Notes, eighth, to the Holders of the Class M-7 Notes, ninth, to the Holders of the Class M-8 Notes, tenth, to the Holders of the Class M-9 Notes and eleventh, to the Holders of the Class M-10 Notes according to the amounts due and payable on the Notes for interest according to the amounts due and payable on such Notes for principal, in each case, until the Note Balance of each such Class is reduced to zero; (iv) to the Noteholders for the amount of any related Allocated Realized Loss Amount and Deferred Interest not previously paid, first, to the Holders of the Class M-1 Notes, second, to the Holders of the Class M-2 Notes, third, to the Holders of the Class M-3 Notes, fourth, to the Holders of the Class M-4 Notes, fifth, to the Holders of the Class M-5 Notes, sixth, to the Holders of the Class M-6 Notes, seventh, to the Holders of the Class M-7 Notes, eighth, to the Holders of the Class M-8 Notes, ninth, to the Holders of the Class M-9 Notes and tenth, to the Holders of the Class M-10 Notes (v) to the Noteholders for amounts due and unpaid on the Notes with respect to any related Basis Risk Shortfalls, first, concurrently, to the Holders of each Class of Class A Notes, on a pro rata basis based on the Basis Risk Shortfalls for each such Class, second, to the Holders of the Class M-1 Notes, third, to the Holders of the Class M-2 Notes, fourth, to the Holders of the Class M-3 Notes, fifth, to the Holders of the Class M-4 Notes, sixth, to the Holders of the Class M-5 Notes, seventh, to the Holders of the Class M-6 Notes, eighth, to the Holders of the Class M-7 Notes, ninth, to the Holders of the Class M-8 Notes, tenth, to the Holders of the Class M-9 Notes and eleventh, to the Holders of the Class M-10 Notes according to the amounts due and payable on the Notes with respect thereto, from amounts available in the Trust Estate for the Noteholders; and (vi) to the payment of the remainder, if any to the Certificate Paying Agent on behalf of the Issuer or to 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, the Indenture Trustee Trustee, subject to the provisions of Section 10.17 hereof may 10.15 hereof, may, and shall, at the written direction of the Holders of a majority of the aggregate Note Principal Balances of the Notes, do one or more of the following (subject to Section 5.055.05 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, enforce any judgment obtained, and collect from the Issuer Issuing Entity and any other obligor 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 Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Principal Balance of the Notes then outstanding, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes representing not less than a majority of the Note Balance of are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) 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 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 Holders of 66 2/3% of the aggregate Note Principal Balance of each Class of Notes then outstanding, voting separately. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer (other than any Servicer as to which an Event of Servicer Termination has occurred and is continuing) as provided in the Sale and Servicing Agreement. (b) If the Indenture Trustee or the Securities Administrator collects any money or property pursuant to this Article V, it the Securities Administrator shall pay out the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to shall, at the provisions written direction of Section 10.17 hereof may the Majority Noteholders, do one or more of the following (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders of Note Insurer or the NotesNoteholders; (iv) [Reserved] (v) refrain from selling the Trust Estate (unless otherwise directed by prior to a majority of noteholders) and continue to apply all amounts received thereon to payments on the Notes in accordance with Section 3.05; and (vi) Conversion Date, sell the Trust Estate Collateral or any portion thereof or rights or interest thereintherein pursuant to Section 12.02 of the Sale and Servicing Agreement; or (v) on any date on or after a Conversion Date, sell the Collateral or any portion thereof or rights or interest therein 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 must may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, if unless (iA) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Outstanding Amount of the Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (iiC) the Indenture Trustee determines that the Loans Collateral 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 Holders of 66-2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to may, and at the provisions written direction of Section 10.17 hereof may the Noteholders representing a majority of the Note Balance of the Outstanding Notes of the Controlling Class shall, do one or more of the following (subject to Section Sections 5.02 and 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, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor upon on 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 the Holders of the Notes;; and (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 (vi) 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, notwithstanding anything else herein to the contrary, that the Indenture Trustee must may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, if other than an Event of Default described in Section 5.01(a) or (ib), unless, (x) the Holders of the Notes Noteholders representing not less than a majority 100% of the Note Balance of the Outstanding Notes voting as a single class consents thereto, (y) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid on such Notes in respect of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate principal and interest, or (iiz) the Indenture Trustee determines that the Loans Collateral 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 Noteholders representing 66 2⁄3% of the Note Balance of the Outstanding Notes voting as a single class; provided, further, that the Depositor or its Affiliates may not participate in such sales as long as any of them is a Noteholder. In determining such sufficiency or insufficiency with respect to clause (Ay) and (B)z) above, the Indenture Trustee may, at the Issuer’s expense whether or not the Collateral is sold (unless it is paid in the priority set forth in Section 5.04(b) in connection with a sale of Collateral) but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article VV and the Notes have been accelerated, it shall pay out the such money or property (and other amounts, including all amounts held on deposit in the Reserve Account) held as Collateral for the benefit of the Noteholders (net of liquidation costs associated with the sale of the Collateral) in the following orderorder of priority: (i) first, to the Indenture Trustee, the Owner Trustee and the Administrator, any accrued and unpaid fees, indemnity payments and reasonable expenses permitted under the Basic Documents; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees and to the Backup Servicer, the Backup Servicing Fee and all unpaid Backup Servicing Fees with respect to prior Collection Periods; (iii) third, pro rata, to the Holders of the Class A-1 Notes, the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes and the Holders of the Class A-4 Notes, the Accrued Class A-1 Note Interest, the Accrued Class A-2 Note Interest, the Accrued Class A-3 Note Interest and the Accrued Class A-4 Note Interest, respectively; (iv) fourth, if (x) the Receivables have been sold after an Event of Default has occurred or (y) an Event of Default described in Section 5.01(a), (b) or (d) has occurred, in the following order of priority: (A) to the Holders of the Class A-1 Notes in respect of principal thereon until the Class A-1 Notes have been Paid In Full; (B) pro rata, to the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes and the Holders of the Class A-4 Notes, in respect of principal thereon, until the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes have been Paid In Full; (C) to the Holders of the Class B Notes, the Accrued Class B Note Interest; (D) to the Holders of the Class B Notes in respect of principal thereon until the Class B Notes have been Paid In Full; (E) to the Holders of the Class C Notes, the Accrued Class C Note Interest; (F) to the Holders of the Class C Notes in respect of principal thereon until the Class C Notes have been Paid In Full; (v) fifth, if an Event of Default other than that described in clause (iv) directly above has occurred and the Receivables have not been sold after such Event of Default has occurred, in the following order of priority: (A) to the Holders of the Class B Notes, the Accrued Class B Note Interest; (B) to the Holders of the Class C Notes, the Accrued Class C Note Interest; (C) to the Holders of the Class A-1 Notes in respect of principal thereon until the Class A-1 Notes have been Paid In Full; (D) pro rata, to the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes and the Holders of the Class A-4 Notes, in respect of principal thereon, until the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes have been Paid In Full; (E) to the Holders of the Class B Notes in respect of principal thereon until the Class B Notes have been Paid In Full; (F) to the Holders of the Class C Notes in respect of principal thereon until the Class C Notes have been Paid In Full; (vi) sixth, any remaining funds shall be distributed to the Certificateholders. (c) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.04. 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 continuingcontinuing and if an acceleration has been declared and not rescinded pursuant to Section 5.02 hereof, the Indenture Trustee subject to the provisions of Section 10.17 10.16 hereof may may, and shall, at the written direction of the Holders of a majority of the aggregate Note Balance of the Notes, do one or more of the following (subject to Section 5.055.05 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, otherwise enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders 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 (viiv) 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; PROVIDED, howeverHOWEVER, that the Indenture Trustee must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes representing not less than a majority of the Note Balance of are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) 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 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 Holders of a majority of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and rely upon written advice or 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, so long as a Servicing Master Servicer Event of Default has not occurred, any Sale sale 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. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order: (i) to the Indenture Trustee for amounts due under Section 6.07 hereof and to the Owner Trustee for amounts due pursuant to Article VII of the Trust Agreement; (ii) to the Noteholders for amounts due and unpaid on the Notes (including Interest Carryforward Amount but not including any Basis Risk Shortfalls) with respect to interest, first, concurrently, to the Holders of each Class of Class A Notes, on a PRO RATA basis based on the entitlement of each such Class, second, to the Holders of the Class M-1 Notes, third, to the Holders of the Class M-2 Notes, fourth, to the Holders of the Class M-3 Notes, fifth, to the Holders of the Class M-4 Notes, sixth, to the Holders of the Class M-5 Notes, seventh, to the Holders of the Class M-6 Notes, eighth, to the Holders of the Class M-7 Notes, ninth, to the Holders of the Class M-8 Notes and tenth, to the Holders of the Class M- 9 Notes, according to the amounts due and payable on the Notes for interest; (iii) to the Noteholders for amounts due and unpaid on the Notes with respect to principal, first, concurrently, to the Holders of each Class of Class A Notes, on a PRO RATA basis based on the Note Balance of each such Class, second, to the Holders of the Class M-1 Notes, third, to the Holders of the Class M-2 Notes, fourth, to the Holders of the Class M-3 Notes, fifth, to the Holders of the Class M-4 Notes, sixth, to the Holders of the Class M-5 Notes, seventh, to the Holders of the Class M-6 Notes, eighth, to the Holders of the Class M- 7 Notes, ninth, to the Holders of the Class M-8 Notes and tenth, to the Holders of the Class M-9 Notes, according to the amounts due and payable on such Notes for principal, in each case, until the Note Balance of each such Class is reduced to zero; (iv) to the Noteholders for the amount of any related Allocated Realized Loss Amount not previously paid, first, to the Holders of the Class M-1 Notes, second, to the Holders of the Class M-2 Notes, third, to the Holders of the Class M-3 Notes, fourth, to the Holders of the Class M-4 Notes, fifth, to the Holders of the Class M-5 Notes, sixth, to the Holders of the Class M-6 Notes, seventh, to the Holders of the Class M-7 Notes, eighth, to the Holders of the Class M-8 Notes and ninth, to the Holders of the Class M-9 Notes; (v) to the Noteholders for amounts due and unpaid on the Notes with respect to any related Basis Risk Shortfalls, first, concurrently, to the Holders of each Class of Class A Notes, on a PRO RATA basis based on the Basis Risk Shortfalls for each such Class, second, to the Holders of the Class M-1 Notes, third, to the Holders of the Class M-2 Notes, fourth, to the Holders of the Class M-3 Notes, fifth, to the Holders of the Class M-4 Notes, sixth, to the Holders of the Class M-5 Notes, seventh, to the Holders of the Class M-6 Notes, eighth, to the Holders of the Class M-7 Notes, ninth, to the Holders of the Class M-8 Notes and tenth, to the Holders of the Class M-9 Notes, according to the amounts due and payable on the Notes with respect thereto, from amounts available in the Trust Estate for the Noteholders; and (vi) to the payment of the remainder, if any to the Certificate Paying Agent on behalf of the Issuer or to 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, the Indenture Trustee subject to Trustee, at the provisions direction of Section 10.17 hereof may the Majority Noteholders, shall do one or more of the following (subject to Section 5.055.05 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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders of the Notes;Noteholders; and (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 (vi) 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 must may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, if unless (iA) the Holders of the Notes representing not less than a majority 100% Percentage Interests of the Note Balance Outstanding Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and/or interest or (iiC) the Indenture Trustee determines that the Loans Collateral 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 Holders of not less than 66-2/3% Percentage Interests of the Outstanding Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC) of this subsection (a)(iv), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, The Initial Noteholder may purchase any Sale or all of the Trust Estate shall be made subject Collateral. If the proceeds of sale, collection, foreclosure, or other realization on the Collateral are insufficient to cover the continued servicing costs and expenses of such realizing on the Collateral and the payment in full of the Loans by Obligations, the Servicer as provided in the Servicing AgreementIssuer shall remain liable for any deficiency. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:

Remedies; Priorities. (a) If an Event of Indenture Default shall have occurred and be continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the following (subject to Section Sections 5.02 and 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, enforce any judgment obtained, and collect from the Issuer Issuer, the Cap Provider and any other obligor 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 Holders of the Notes;Noteholders; and (iv) [Reserved] (v) refrain from selling subject to Section 5.17, after an acceleration of the Trust Estate (unless otherwise directed by a majority maturity of noteholders) and continue to apply all amounts received thereon to payments on the Notes in accordance with pursuant to Section 3.05; and (vi) 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. ; Indenture 24 provided, however, that the Indenture Trustee must may not sell or otherwise liquidate the Trust Estate following an Event of Indenture Default, if other than an Indenture Default described in Section 5.01 (ia) or (b), unless (A) Noteholders holding 100% of the Outstanding Amount consent thereto, (B) the Holders proceeds of the such sale are sufficient to discharge in full all amounts then due and unpaid upon all outstanding Notes representing not less than a majority of the Note Balance of all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 payablepayable and the Indenture Trustee obtains the consent of Noteholders holding not less than 66 2/3% of the Outstanding Amount, voting together as a single class; and provided further, that the Indenture Trustee may not sell the Trust Estate, unless it shall first have obtained an Opinion of Counsel that such sale will not cause the Titling Trust or an interest therein or portion thereof to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (B)C) of the preceding sentence, the Indenture Trustee may, may but need not, not obtain (at the expense of the Issuer) and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article VFive upon sale of the Trust Estate, it shall pay out the such money or property held as Collateral (together with available monies on deposit in the Reserve Account) and deposited in the Note Distribution Account pursuant to Section 12.05(b) of the SUBI Trust Agreement, after giving effect to the distributions set forth in such Section, for the benefit of the Securityholders in the following order: (i) to the Noteholders for the payments of interest which is due and unpaid on the Notes (including any overdue interest, and to the extent permitted under applicable law, interest on any overdue interest at the applicable Overdue Interest Rate); (ii) first, to the Class A-1 Noteholders, on a pro rata basis, in payment of the principal amount due and unpaid on the Class A-1 Notes (until the Class A-1 Notes have been paid in full), and second, to the Holders of the other Notes in payment of the principal amount due and unpaid on the Class A-2 Notes, the Class A-3a Notes and the Class A-3b Notes pro rata (based on the amount due and unpaid of each such Class), until all Notes have been paid in full; (iii) to the Certificate Distribution Account for distribution to the Trust Certificateholders for amounts due and unpaid in respect of the principal amount of the Trust Certificates, until the Trust Certificates have been paid in full; and (iv) any remaining amounts to the Transferor. (c) 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. Indenture 25

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 may 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 (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 upon such 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 Holders 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 3.05Noteholders; and (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Holders Indenture Trustee obtains the consent of the Notes representing not less than a majority Enhancer (or if an Enhancer Default has occurred and is continuing, 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 of amounts then due and unpaid upon the Notes direct for principal and interest and to reimburse the Indenture Trustee to sell or otherwise liquidate Enhancer for any amounts drawn under the Trust Estate Policy and any other amounts due the Enhancer under the Insurance Agreement or (iiC) 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 (or if an Enhancer Default has occurred and is continuing, 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 (AB) and (B)C) above, the Indenture Trustee may, but need not, obtain and rely 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, so long as provided that a Servicing Default has 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 the 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; 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, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor 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 the Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if other than an Event of Default described in Section 5.01(i) or (iii) with respect to the Controlling Class, unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Outstanding Amount of the Senior Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Senior Notes for principal and interest or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 Senior 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 Holders of 66 2/3% of the Outstanding Amount of the Controlling Class. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order: FIRST: first, to the Indenture Trustee for any amounts due under Section 6.07 and then to the Servicer for any due and unpaid Servicing Fee; SECOND: to the Hedge Counterparty, an amount equal to the net scheduled periodic payments, if any, then due under the Xxxxxx, THIRD: on a pro rata basis, (1) to the Class A Noteholders for amounts due and unpaid on the Class A Notes for interest (including any premium) ratably, and (2) to the Hedge Counterparty swap termination payments (but excluding Subordinated Termination Payments) then due under the Xxxxxx, in each case, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes for interest (including any premium) and the amounts then due under the Xxxxxx, as applicable; FOURTH: to the Class B Noteholders for amounts due and unpaid on the Class B Notes for interest (including premium), ratably, without preference or priority of any kind, according to the amounts due and payable on the Class B Notes for interest (including premium); provided that if payment of the Notes has been accelerated because of an Event of Default specified in clause (i), (ii), (iv) or (v) of Section 5.01, then the payments due to the Class B Noteholders pursuant to this clause FOURTH shall instead be made only after the Outstanding Amount of the Class A Notes has been reduced to zero pursuant to clause (d) in clause SIXTH below; FIFTH: to the Class C Noteholders for amounts due and unpaid on the Class C Notes for interest (including premium), ratably, without preference or priority of any kind, according to the amounts due and payable on the Class C Notes for interest (including premium); provided that if payment of the Notes has been accelerated because of an Event of Default specified in clause (i), (ii), (iv) or (v) of Section 5.01, then the payments due to the Class C Noteholders pursuant to this clause FIFTH shall instead be made only after the Outstanding Amount of the Class B Notes has been reduced to zero pursuant to clause (e) in clause SIXTH below; SIXTH: to the Noteholders in the following order of priority: (a) to Holders of the Class A-1 Notes for amounts due and unpaid on the Class A-1 Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-1 Notes for principal, until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (b) to Holders of the Class A-2a Notes and the Class A-2b Notes, pro rata for amounts due and unpaid on the Class A-2a Notes and the Class A-2b Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-2a Notes and the Class A-2b Notes for principal, until the aggregate Outstanding Amount of the Class A-2a Notes and the Class A-2b Notes is reduced to zero; (c) to Holders of the Class A-3a Notes and the Class A-3b Notes, pro rata for amounts due and unpaid on the Class A-3a Notes and the Class A-3b Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-3a Notes and the Class A-3b Notes for principal, until the aggregate Outstanding Amount of the Class A-3a Notes and the Class A-3b Notes is reduced to zero; (d) to Holders of the Class A-4a Notes and the Class A-4b Notes, pro rata for amounts due and unpaid on the Class A-4a Notes and the Class A-4b Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-4a Notes and the Class A-4b Notes for principal, until the aggregate Outstanding Amount of the Class A-4a Notes and the Class A-4b Notes is reduced to zero; (e) to Holders of the Class B Notes for amounts due and unpaid on the Class B Notes for principal, ratably, without preference or priority of any kind, according to amounts due and payable on the Class B Notes for principal, until the Outstanding Amount of the Class B Notes is reduced to zero; and (f) to Holders of the Class C Notes for amounts due and unpaid on the Class C Notes for principal, ratably, without preference or priority of any kind, according to amounts due and payable on the Class C Notes for principal, until the Outstanding Amount of the Class C Notes is reduced to zero; SEVENTH: to the Hedge Counterparty, an amount equal to the Subordinated Termination Payments, if any, then due under the Xxxxxx; and EIGHTH: to Holders of the Class D Notes, the net Total Distribution Amount remaining. 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, the Indenture Trustee subject to may, or at the provisions direction of Section 10.17 hereof may Noteholders of Notes evidencing not less than a majority of the principal amount of the Notes shall, do one or more of the following (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 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 Holders of the Notes;Noteholders; and (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 (vi) 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 must may not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, if unless: (iA) the Holders holders of Notes evidencing 100% of the principal amount of the Notes representing not less than a majority (excluding Notes held by the Seller, the Servicer or any of their Affiliates) consent thereto; or (B) 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 (C) if the Event of Default is of the Note Balance of all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate type described in Section 5.1(i) or (ii) ), the Indenture Trustee Trustee- (1) determines (but shall have no obligation to make such determination) that the Loans Indenture Trust Estate 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 (2) the Indenture Trustee obtains the consent of holders of Notes evidencing not less than 66 2/3% of the principal amount of the Notes; or (D) with respect to an Event of Default described in Section 5.1(iii): (1) the holders of all Outstanding Notes and the Certificateholders of all Outstanding Certificates consent thereto; or (2) the proceeds of such sale or liquidation are sufficient to pay in full the principal of and accrued interest on the Outstanding Notes and Outstanding Certificates. In determining such sufficiency or insufficiency with respect to clause clauses (AC)(1) and (B)D)(2) above, the Indenture Trustee maymay (at other than its own expense), but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If Notwithstanding the provisions of Section 8.2 of this Indenture or Section 4.6 of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property (and other amounts including amounts held on deposit in the Reserve Account) pursuant to this Article V, it shall pay out the money or property in the following orderorder of priority: (i) first, to the Indenture Trustee and the Owner Trustee for all amounts due for fees, expenses and indemnification under Section 6.7 of this Indenture, Article VII of the Trust Agreement and Section 6.2 of the Sale and Servicing Agreement, respectively, and not previously paid; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, if an Event of Default specified in Section 5.1(i), (ii), (iv) or (v) has occurred, in the following order of priority: (A) first, to the Class A Noteholders, interest due and payable on the Class A Notes (including interest at the applicable Note Interest Rate on any overdue interest, to the extent lawful), provided that if there are not sufficient funds available to pay the entire amount of interest due and payable on the Class A Notes, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (B) second, to the holders of the Class [ ] Notes in reduction of principal until the principal amount of the Class [ ] Notes has been paid in full and then to the holders of the Class [ ] Notes, the Class [ ] Notes and the Class [ ] Notes on a pro rata basis in reduction of principal until the principal amount of such Class A Notes has been paid in full; and (C) third, to the Certificate Distribution Account, the sum of (x) accrued and unpaid interest on the Class B Certificates (together with interest at the Class B Rate on any overdue interest, to the extent lawful) and (y) the Outstanding Certificate Balance; (iv) fourth, if the only Event of Default that has occurred is the Event of Default specified in Section 5.1(iii), in the following order of priority: (A) to the Class A Noteholders, accrued and unpaid interest on the Class A Notes (together with interest on overdue interest at the applicable Note Interest Rate, to the extent lawful) provided that if there are not sufficient funds available to pay the entire amount of such interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (B) to the Noteholders, the Priority Note Principal Payment, if any, to be distributed in the same manner as described under Section 8.2(d) of this Indenture; (C) to the Certificate Distribution Account, accrued and unpaid interest on the Class B Certificates (together with interest at the Class B Rate on any overdue interest, to the extent lawful); (D) to the holders of the Class [ ] Notes in reduction of principal until the principal amount of the Class [ ] Notes has been paid in full and then to the holders of the Class [ ] Notes, the Class [ ] Notes and the Class [ ] Notes on a pro rata basis in reduction of principal until the principal amount of such Class A Notes has been paid in full; and (E) to the Certificate Distribution Account for distribution to Class B Certificateholders in reduction of the Certificate Balance until the Certificate Balance is reduced to zero. (v) fifth, to the Depositor, any money or property remaining after payment in full of the amounts described in clauses (i)-(iv) of this Section 5.4(b). [or provide for a different order of priority] The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.4. At least fifteen (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. (c) Upon a sale or other liquidation of the Receivables in the manner set forth in Section 5.4(a), the Indenture Trustee shall provide reasonable prior notice of such sale or liquidation to each Noteholder and Certificateholder. A Noteholder or Certificateholder may submit a bid with respect to such sale.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to may, or shall at the provisions written direction of Section 10.17 hereof may the Interested Noteholders representing not less than a majority of the Outstanding Amount of the applicable Classes of Notes (or such different percentage as set forth below), do one or more of the 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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 EstateEstate securing the 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 Holders holders of the Notes;; and (iv) [Reserved] (v) refrain from selling sell the Indenture Trust Estate (unless otherwise directed by a majority of noteholders) and continue to apply all amounts received thereon to payments on securing the Notes in accordance with Section 3.05; and (vi) 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; PROVIDED, howeverHOWEVER, that the Indenture Trustee must may not sell or otherwise liquidate the Indenture Trust Estate securing the Notes following an Event of Default, if (iother than an Event of Default described in Section 5.01(i) the Holders of the Notes representing not less than a majority of the Note Balance of all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (ii), unless (x) 100% of the Noteholders consent to such sale, (y) the proceeds of such sale are sufficient to pay in full the principal of and the accrued interest on the Notes or (z) the Indenture Trustee determines that the collections on the Student Loans will would not continue be sufficient on an ongoing basis to provide sufficient funds for (A) the payment of expenses under this Indenture and (B) 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. In determining such sufficiency or insufficiency with respect to clause (A) , and (B), the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to obtains the feasibility of such proposed action and as to the sufficiency consent of the Trust Estate for such purpose. Notwithstanding the foregoingholders of Notes, so long as representing not less than a Servicing Default has not occurred, any Sale 66.67% of the Trust Estate shall be made subject to the continued servicing Outstanding Amount of the Loans by the Servicer as provided in the Servicing AgreementNotes. (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) or 5.01(ii) above or following the acceleration of the Notes pursuant to this Article VSection 5.02, it shall pay out the money or property in the following order:: First: pro rata based upon amounts owed, to the Owner Trustee for amounts due under Article X of the Trust Agreement and to the Indenture Trustee for amounts due under Section 6.07, not to exceed $_______ per annum, and to the Servicers, the Administrator, the Auction Agent and the Broker-Dealers, the unpaid fees owed by the Issuer to such parties; Second: to the holders of the Class A Notes for amounts due and unpaid on the Class A Notes for interest (other than Carry-Over Amounts), ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes for interest; Third: to the holders of the Class A Notes, other than the Class A-IO Notes, for amounts due and unpaid on the Class A Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes for principal, until the Outstanding Amount of the Class A Notes is zero.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing with respect to any Series, and the Notes of such Series have been accelerated pursuant to Section 5.03, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the following (subject to Section 5.055.06): (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 of the affected Series or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer the portion of the Collateral allocated to such Series and from any other obligor upon such Notes monies adjudged due; (ii) institute Proceedings from time subject to time for the complete or partial foreclosure last paragraph of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and subsection 5.05(a), take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the Notes;Notes of the affected Series; or (iviii) [Reserved] cause the Issuer to sell Principal Receivables in an amount equal to the Invested Amount with respect to the accelerated Series and the related Finance Charge Receivables (vor interests therein) 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 3.055.16 hereof; and (vi) 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 must sell or otherwise liquidate may not exercise the Trust Estate following an Event of Default, if remedy described in subparagraph (iiii) above unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Outstanding Amount of the Notes direct of the Indenture Trustee to sell or otherwise liquidate the Trust Estate or affected Series consent thereto, (iiB) the Indenture Trustee determines (based solely upon the opinion of an Independent investment banking firm obtained at the expense of the Issuer) that any proceeds of such exercise distributable to the Noteholders of the affected Series will be at least sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines (based solely upon the opinion of an Independent investment banking firm obtained at the expense of the Issuer) that the Loans will Collateral may 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 Holders of at least 66-2/3% of the Outstanding Amount of the Class A Notes (as such Notes may be designated in the related Indenture Supplement) of such affected Series, or, if the Class A Notes have been paid in full, at least 66-2/3% of the outstanding principal amount of the Class B Notes (as such Notes may be designated in the related Indenture Supplement); provided that the Certificate Trustee as Holder, if applicable, shall vote in accordance with the provisions of the relevant Pass-Through Trust Agreement. In determining such sufficiency or insufficiency The remedies provided in this Section 5.05(a) are the exclusive remedies provided to the Noteholders with respect to clause an Event of Default and each of the Noteholders (Aby its acceptance of their respective interests in the Notes) and (B), the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to hereby expressly waive any other remedy that may be available under the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreementapplicable UCC. (b) If the Indenture Trustee collects any money or property for a Series pursuant to this Article VV following the acceleration of the maturities of the Notes of such Series pursuant to Section 5.03 (so long as such declaration shall not have been rescinded or annulled), it shall pay out the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the following (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 the Holders of the Notes;Noteholders; and EXHIBIT 4.6 (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 (vi) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Holders of the Notes representing not less than a majority of the Note Balance of all of the Outstanding Amount of the Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell the Noteholders are sufficient to discharge in full the principal of and the accrued interest on the Notes at the date of such sales or otherwise liquidate liquidation and the Trust Estate Holders of 66 2/3% of the Outstanding Amount of the Notes consent thereto or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 Holders of 66 2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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 for such purpose. Notwithstanding the foregoing, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.7; SECOND: to Noteholders for amounts due and unpaid on the Notes for interest and principal, ratably among all classes of Noteholders, according to the amounts due and payable on such Notes for interest and/or principal; and

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, the Indenture Trustee subject to the provisions of Section 10.17 10.16 hereof may may, and shall, at the written direction of the Holders of a majority of the aggregate Note Balance of the Notes, do one or more of the following (subject to Section 5.055.05 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, otherwise enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes representing not less than a majority of the Note Balance of are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) 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 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 Holders of a majority of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and rely upon written advice or 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, so long as a Servicing Master Servicer Event of Default has not occurred, any Sale sale 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. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order: (i) to the Indenture Trustee and the Owner Trustee for amounts due under Section 6.07 hereof and to the Owner Trustee for amounts due pursuant to Article VII of the Trust Agreement; (ii) to the Noteholders for amounts due and unpaid on the Notes (including Interest Carryforward Amount but not including any Basis Risk Shortfalls) with respect to interest, first, concurrently, to the Holders of each Class of Class A Notes, on a pro rata basis based on the entitlement of each such Class, second, to the Holders of the Class M-1 Notes, third, to the Holders of the Class M-2 Notes, fourth, to the Holders of the Class M-3 Notes, fifth, to the Holders of the Class M-4 Notes, sixth, to the Holders of the Class M-5 Notes, seventh, to the Holders of the Class M-6 Notes, eighth, to the Holders of the Class M-7 Notes, ninth, to the Holders of the Class M-8 Notes, tenth, to the Holders of the Class M-9 Notes and eleventh, to the Holders of the Class M-10 Notes according to the amounts due and payable on the Notes for interest; (iii) to the Noteholders for amounts due and unpaid on the Notes with respect to principal, first, concurrently, to the Holders of each Class of Class A Notes, on a pro rata basis based on the Note Balance of each such Class, second, to the Holders of the Class M-1 Notes, third, to the Holders of the Class M-2 Notes, fourth, to the Holders of the Class M-3 Notes, fifth, to the Holders of the Class M-4 Notes, sixth, to the Holders of the Class M-5 Notes, seventh, to the Holders of the Class M-6 Notes, eighth, to the Holders of the Class M-7 Notes, ninth, to the Holders of the Class M-8 Notes, tenth, to the Holders of the Class M-9 Notes and eleventh, to the Holders of the Class M-10 Notes according to the amounts due and payable on the Notes for interest according to the amounts due and payable on such Notes for principal, in each case, until the Note Balance of each such Class is reduced to zero; (iv) to the Noteholders for the amount of any related Allocated Realized Loss Amount and Deferred Interest not previously paid, first, to the Holders of the Class M-1 Notes, second, to the Holders of the Class M-2 Notes, third, to the Holders of the Class M-3 Notes, fourth, to the Holders of the Class M-4 Notes, fifth, to the Holders of the Class M-5 Notes, sixth, to the Holders of the Class M-6 Notes, seventh, to the Holders of the Class M-7 Notes, eighth, to the Holders of the Class M-8 Notes, ninth, to the Holders of the Class M-9 Notes and tenth, to the Holders of the Class M-10 Notes (v) to the Noteholders for amounts due and unpaid on the Notes with respect to any related Basis Risk Shortfalls, first, concurrently, to the Holders of each Class of Class A Notes, on a pro rata basis based on the Basis Risk Shortfalls for each such Class, second, to the Holders of the Class M-1 Notes, third, to the Holders of the Class M-2 Notes, fourth, to the Holders of the Class M-3 Notes, fifth, to the Holders of the Class M-4 Notes, sixth, to the Holders of the Class M-5 Notes, seventh, to the Holders of the Class M-6 Notes, eighth, to the Holders of the Class M-7 Notes, ninth, to the Holders of the Class M-8 Notes, tenth, to the Holders of the Class M-9 Notes and eleventh, to the Holders of the Class M-10 Notes according to the amounts due and payable on the Notes with respect thereto, from amounts available in the Trust Estate for the Noteholders; and (vi) to the payment of the remainder, if any to the Certificate Paying Agent on behalf of the Issuer or to 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, the Indenture Trustee Trustee, subject to the provisions of Section 10.17 hereof may 5.05 and Section 10.16, may, or shall, at the direction of the Holders of Notes representing not less than a majority of the aggregate Note Balance of the Notes, do one or more of the following (subject to Section 5.05):following: (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, enforce any judgment obtained, thereby obtained and collect from the Issuer and or any other obligor upon such 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 EstateIndenture; (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 Holders 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 3.05Noteholders; and (viiv) sell the Trust Estate or any smaller 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; PROVIDED, howeverHOWEVER, that the Indenture Trustee must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of the Notes representing not less than a majority 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all of amounts then due and unpaid on the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest, or (iiC) 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 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 Holders of Notes representing not less than 66 2/3% of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (B)C) above, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation addressed to the Indenture Trustee as to the feasibility of such proposed action and as to the sufficiency of the portion of the Trust Estate for such purpose. Notwithstanding the foregoing, for so long as a Servicing Default has shall not have occurred, any Sale 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. (b) If the Indenture Trustee collects any money or property pursuant to this Article V(or in any case following an Event of Default and an acceleration of the Notes), it shall pay out the such money or property in the following order: (i) to the Indenture Trustee, for amounts due under Section 6.07 and to the Administrator for amounts due under Section 4 of the Administration Agreement and to the Owner Trustee, for amounts due to it under the Basic Documents; (ii) to the Senior Noteholders, for amounts due and unpaid on the Senior Notes in respect of interest, ratably, without preference or priority of any kind, according to the amounts then due and payable; (iii) to the Senior Noteholders, for amounts due and unpaid on the Notes in respect of principal, ratably, without preference or priority of any kind, until the respective Note Balances of the Senior Notes have been reduced to $0; (iv) to the Class M-1 Noteholders, for amounts due and unpaid on the Class M-1 Notes in respect of interest, ratably, without preference or priority of any kind, according to the amounts then due and payable; (v) to the Class M-1 Noteholders, for amounts due and unpaid on the Class M-1 Notes in respect of principal, ratably, without preference or priority of any kind, according to the amounts then due and payable; (vi) to the Class M-2 Noteholders, for amounts due and unpaid on the Class M-2 Notes in respect of interest, ratably, without preference or priority of any kind, according to the amounts then due and payable; (vii) to the Class M-2 Noteholders, for amounts due and unpaid on the Class M-2 Notes in respect of principal, ratably, without preference or priority of any kind, according to the amounts then due and payable; (viii) to the Class B-1 Noteholders, for amounts due and unpaid on the Class B-1 Notes in respect of interest, ratably, without preference or priority of any kind, according to the amounts then due and payable; (ix) to the Class B-1 Noteholders, for amounts due and unpaid on the Class B-1 Notes in respect of principal, ratably, without preference or priority of any kind, according to the amounts then due and payable; (x) to the Class B-2 Noteholders, for amounts due and unpaid on the Class B-2 Notes in respect of interest, ratably, without preference or priority of any kind, according to the amounts then due and payable; (xi) to the Class B-2 Noteholders, for amounts due and unpaid on the Class B-2 Notes in respect of principal, ratably, without preference or priority of any kind, according to the amounts then due and payable; and (xii) to the Indenture Trustee any remaining amounts for distribution to the Holders of Certificates and the Non-Offered Subordinate Notes in accordance with Section 3.26(e). 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 continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the following (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders of the NotesNoteholders; (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 (vi) 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 must may not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, if other than an Event of Default described in Section 5.1(i) or (iii), unless (A) the Holders Noteholders of 100% of the Notes representing not less than a majority of the Note Balance Outstanding Amount of all of the Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (iiC) the Indenture Trustee determines that the Loans Indenture Trust Estate 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 Noteholders of 66-2/3% of the Outstanding Amount of all of the Notes. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (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 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:: FIRST: to the Indenture Trustee for amounts due under Section 6.7; SECOND: to the Master Servicer for due and unpaid Master Servicing Fees;

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, the Indenture Trustee subject to the provisions of Section 10.17 10.16 hereof may may, and shall, at the written direction of the 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 (subject to Section 5.055.05 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, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor 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 Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Principal Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes representing not less than a majority of the Note Balance of are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) 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 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 Holders of 66-2/3% of the aggregate Note Principal Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a an “Event of Default” under the MortgageIT Servicing Default Agreement has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the MortgageIT Servicing Agreement. (b) If the Indenture Trustee or Securities Administrator collects any money or property pursuant to this Article V, it the Securities Administrator shall pay out 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, to the Servicer, for amounts due under the MortgageIT Servicing Agreement and to the Custodian for amounts due under Section 3.4 of the Custodial Agreement; SECOND: to the Administrator for amounts due under the Administration Agreement; THIRD: to the Noteholders for amounts due and unpaid on the Notes with respect to interest (not including any Basis Risk Shortfall Carry-Forward Amounts), (A) with respect to the Group 1 Notes, first, to the Class 1-A-1 and Class 1-A-2 Noteholders, pro rata, second, to the Class 1-M-1 Noteholders and Class 1-M-2 Noteholders and third, to the Class 1-B-1 Noteholders according to the amounts due and payable on the Notes for interest and (B) with respect to the Group 2 Notes, first, to the Class 2-A Noteholders, second, to the Class 2-M-1 Noteholders and Class 2-M-2 Noteholders and third, to the Class 2-B-1 Noteholders according to the amounts due and payable on the Notes for interest. FOURTH: to the related Noteholders for amounts due and unpaid on the related Notes with respect to principal for the related Loan Group, and to each related Noteholder ratably, without preference or priority of any kind, according to the amounts due and payable on such related Notes for principal for the related Loan Group, until the Note Principal Balance of each such Class is reduced to zero; FIFTH: to the Noteholders, (A) with respect to the Group 1 Notes, first, to the Class 1-A-1 Noteholders, second, to the Class 1-A-2 Noteholders, third, to the Class 1-M-1 Noteholders, fourth, to the Class 1-M-2 Noteholders and fifth, to the Class 1-B-1 Noteholders, the amount of any related Allocated Realized Loss Amount not previously paid and (B) with respect to the Group 2 Notes, first, to the Class 2-A Noteholders, second, to the Class 2-M-1 Noteholders, third, to the Class 2-M-2 Noteholders and fourth, to the Class 2-B-1 Noteholders, the amount of any related Allocated Realized Loss Amount not previously paid; SIXTH: to the Noteholders for amounts due and unpaid on the Notes with respect to any related Basis Risk Shortfall Carry-Forward Amounts, (A) with respect to the Group 1 Notes, first, to the Class 1-A-1 Noteholders, second, to the Class 1-A-2 Noteholders, third, to the Class 1-M-1 Noteholders, fourth, to the Class 1-M-2 Noteholders and fifth, to the Class 1-B-1 Noteholders and (B) with respect to the Group 2 Notes, first, to the Class 2-A Noteholders, second, to the Class 2-M-1 Noteholders, third, to the Class 2-M-2 Noteholders and fourth, to the Class 2-B-1 Noteholders; and

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to may, or shall at the provisions written direction of Section 10.17 hereof may the Interested Noteholders representing not less than a majority of the Outstanding Amount of the applicable Classes of Notes (or such different percentage as set forth below), do one or more of the 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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 EstateEstate securing the 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 Holders holders of the Notes;; and (iv) [Reserved] (v) refrain from selling sell the Indenture Trust Estate (unless otherwise directed by a majority of noteholders) and continue to apply all amounts received thereon to payments on securing the Notes in accordance with Section 3.05; and (vi) 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 must may not sell or otherwise liquidate the Indenture Trust Estate securing the Notes following an Event of Default, if (iother than an Event of Default described in Section 5.01(i) the Holders of the Notes representing not less than a majority of the Note Balance of all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (ii), unless (x) 100% of the Noteholders consent to such sale, (y) the proceeds of such sale are sufficient to pay in full the principal of and the accrued interest on the Notes or (z) the Indenture Trustee determines that the collections on the Financed Student Loans will would not continue be sufficient on an ongoing basis to provide sufficient funds for (A) the payment of expenses under this Indenture and (B) 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. In determining such sufficiency or insufficiency with respect to clause (A) , and (B), the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to obtains the feasibility of such proposed action and as to the sufficiency consent of the Trust Estate for such purpose. Notwithstanding the foregoingholders of Notes, so long as representing not less than a Servicing Default has not occurred, any Sale 66.67% of the Trust Estate shall be made subject to the continued servicing Outstanding Amount of the Loans by the Servicer as provided in the Servicing AgreementNotes. (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) or 5.01(ii) above or following the acceleration of the Notes pursuant to this Article VSection 5.02 upon an Event of Default with respect to Sections 5.01(i) or 5.01(ii) above, it shall pay out the money or property in the following order:: FIRST: pro rata based upon amounts owed (i) to the Owner Trustee for amounts due under Article X of the Trust Agreement, to the Indenture Trustee for amounts due under Section 6.07, to the Irish Paying Agent for amounts due under the Irish Paying Agent Agreement, to the Back-up Administrator for amounts due under the Back-up Administration Agreement, not to exceed $150,000 per annum in the aggregate and (ii) to the Servicers and the Administrator, the unpaid fees and expenses owed by the Issuer to such parties; SECOND: pro rata: to the holders of the Class A Notes for amounts due and unpaid on the Class A Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes for interest; THIRD: pro rata to the holders of the Class A Notes for amounts due and unpaid on the Class A Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes for principal, until the Outstanding Amount of the Class A Notes is zero; FOURTH: to the holders of the Class B Notes for amounts due and unpaid on the Class B Notes for interest, without preference or priority of any kind, according to the amounts due and payable on the Class B Notes for interest; FIFTH: to the holders of the Class B Notes for amounts due and unpaid on the Class B Notes for principal, without preference or priority of any kind, according to the amounts due and payable on the Class B Notes for principal, until the Outstanding Amount of the Class B Notes is zero; SIXTH: to the holders of the Class C Notes for amounts due and unpaid on the Class C Notes for interest, without preference or priority of any kind, according to the amounts due and payable on the Class C Notes for interest; SEVENTH: to the holders of the Class C Notes for amounts due and unpaid on the Class C Notes for principal, without preference or priority of any kind, according to the amounts due and payable on the Class C Notes for principal, until the Outstanding Amount of the Class C Notes is zero; EIGHTH: pro rata based upon amounts owed, (i) to the Owner Trustee, the Indenture Trustee, the Irish Paying Agent and the Back-up Administrator, for all amounts due and owing to such parties under the Basic Documents to the extent not paid pursuant to priority FIRST above, (ii) to FMC, for any unreimbursed Advances made pursuant to Section 8.10 and (iii) to the Servicer, the Administrator and the Guarantee Agency, for all amounts due and owing to such parties pursuant to the Basic Documents; NINTH: to the holders of the Class A-IO Notes any Prepayment Penalties remaining unpaid from prior Distribution Dates, together with interest thereon at the Note Interest Rate for the Class A-IO Notes; and TENTH: to the Owner Trustee (on behalf of the Issuer), for distribution to the Certificateholders in accordance with the terms of the Trust Agreement. The Indenture Trustee may fix a record date and payment date for any payment to the holders of the Notes pursuant to this Section. At least 15 days before such record date, the Issuer shall mail to each holder of the Notes and the Indenture Trustee a notice that states the record date, the payment date and the amount to be paid. (c) 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 other than with respect to Sections 5.01(i) or 5.01(ii) above or following the acceleration of the Notes pursuant to Section 5.02 upon an Event of Default other than with respect to Sections 5.01(i) or 5.01(ii) above, it shall pay out the money or property in the following order: FIRST: pro rata based upon amounts owed (i) to the Owner Trustee for amounts due under Article X of the Trust Agreement, to the Indenture Trustee for amounts due under Section 6.07, to the Irish Paying Agent for amounts due under the Irish Paying Agent Agreement, to the Back-up Administrator for amounts due under the Back-up Administration Agreement, not to exceed $150,000 per annum in the aggregate and (ii) to the Servicers and the Administrator, the unpaid fees and expenses owed by the Issuer to such parties; SECOND: pro rata: to the holders of the Class A Notes for amounts due and unpaid on the Class A Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes for interest; THIRD: to the holders of the Class B Notes for amounts due and unpaid on the Class B Notes for interest (except for Noteholders’ Interest Carryover Shortfall), without preference or priority of any kind, according to the amounts due and payable on the Class B Notes for interest (except for Noteholders’ Interest Carryover Shortfall); FOURTH: to the holders of the Class C Notes for amounts due and unpaid on the Class C Notes for interest (except for Noteholders’ Interest Carryover Shortfall, without preference or priority of any kind, according to the amounts due and payable on the Class C Notes for interest (except for Noteholders’ Interest Carryover Shortfall); FIFTH: pro rata to the holders of the Class A Notes for amounts due and unpaid on the Class A Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes for principal, until the Outstanding Amount of the Class A Notes is zero; SIXTH: to the holders of the Class B Notes for amounts due and unpaid on the Class B Notes for Noteholders’ Interest Carryover Shortfall, without preference or priority of any kind, according to the amounts due and payable on the Class B Notes for Noteholders’ Interest Carryover Shortfall; SEVENTH: to the holders of the Class B Notes for amounts due and unpaid on the Class B Notes for principal, without preference or priority of any kind, according to the amounts due and payable on the Class B Notes for principal, until the Outstanding Amount of the Class B Notes is zero; EIGHTH: to the holders of the Class C Notes for amounts due and unpaid on the Class C Notes for Noteholders' Interest Carryover Shortfall, without preference or priority of any kind, according to the amounts due and payable on the Class C Notes for Noteholders' Interest Carryover Shortfall; NINTH: to the holders of the Class C Notes for amounts due and unpaid on the Class C Notes for principal, without preference or priority of any kind, according to the amounts due and payable on the Class C Notes for principal, until the Outstanding Amount of the Class C Notes is zero; TENTH: pro rata based upon amounts owed, (i) to the Owner Trustee, the Indenture Trustee, the Irish Paying Agent and the Back-up Administrator, for all amounts due and owning to such parties under the Basic Documents to the extent not paid pursuant to priority FIRST above, (ii) to FMC, for any unreimbursed Advances made pursuant to Section 8.10 and (iii) to the Servicer, the Administrator and the Guarantee Agency, for all amounts due and owing to such parties pursuant to the Basic Documents; ELEVENTH: to the holders of the Class A-IO Notes any Prepayment Penalties remaining unpaid from prior Distribution Dates, together with interest thereon at the Note Interest Rate for the Class A-IO Notes; and TWELFTH: to the Owner Trustee (on behalf of the Issuer), for distribution to the Certificateholders in accordance with the terms of the Trust Agreement.

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, the Indenture Trustee subject to the provisions of Section 10.17 10.16 hereof may may, and shall, at the written direction of the Holders of a majority of the aggregate Bond Principal Balances of the Bonds, do one or more of the following (subject to Section 5.055.05 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, otherwise enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes Bonds monies adjudged adjuxxxx 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 Holders 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 3.05Bonds; and (viiv) 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; PROVIDED, howeverHOWEVER, that the Indenture Trustee must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Bond Principal Balance of the Bonds, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes representing not less than a majority of the Note Balance of Bonds are sufficient to discharge in full all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate amounts then due and unpaid upon such Bonds for principal and interest or (iiC) 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 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 Holders of a majority of the aggregate Bond Principal Balance of the Bonds. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default an Event of Servicer Termination has not occurred, any Sale 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. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor 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 the Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if other than an Event of Default described in Section 5.01(i) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Outstanding Amount of the Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 Holders of 66 % of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing which has resulted in the acceleration of the Notes under Section 9.02(b) or if a Maturity Event shall have occurred, the Indenture Trustee subject Trustee, (x) at the direction of the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, at the direction of Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the provisions Note Insurer has been paid in full the amounts then owing to it, at the direction of Section 10.17 hereof may Noteholders constituting Class B Noteholder Approval, shall do one or more of the following (subject to Section 5.05):following: (i) institute Proceedings 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, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes monies moneys adjudged due; (ii) institute Proceedings 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 Holders of the Notes;Noteholders; and 106 2003-A Indenture (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 (vi) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if Default or a Maturity Event unless: (iA) the Holders Note Insurer, or if a Note Insurer Default has occurred and is continuing, the Class A Noteholders and the Class B Noteholders, has consented to such liquidation; or (B) the proceeds of such sale or liquidation are sufficient to pay in full the principal of and the accrued interest on the Outstanding Notes representing not less than a majority of and all amounts due to the Note Balance of all of Insurer and the Notes direct Swap Counterparty under the Indenture Trustee to sell or otherwise liquidate the Trust Estate or Transaction Documents; or (iiC) the Indenture Trustee determines (but shall have no obligation to make such determination) that the Loans Trust Estate 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 payablepayable and the payment of Net Swap Payments under the Interest Rate Swap Agreement; and the Indenture Trustee obtains the consent of the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, Noteholders constituting Noteholder Approval and the Swap Counterparty. In determining such sufficiency or insufficiency with respect to clause (AB) and or (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If Notwithstanding the provisions of Section 9.01, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes or following a Maturity Event, if the Indenture Trustee collects any money or property pursuant to this Article Vproperty, it shall pay out the such money or property (and other amounts including amounts held on deposit in the Reserve Fund) held as Collateral for the benefit of the Noteholders, net of liquidation costs associated with the sale of the Trust Estate, first, to the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee under Section 7.07 or the Owner Trustee pursuant to the Trust Agreement (provided that any indemnification of the Indenture Trustee under Section 7.07 or the Owner Trustee pursuant to the Trust Agreement shall be paid only in the priority set forth in Section 5.05(c)) hereof, second, to the Servicer, any unpaid Servicing Fees and unpaid expenses of the Servicer permitted under Section 2.12(b) of the Servicing Agreement, third to the Swap Counterparty, any Net Swap Payments, fourth, for the ratable benefit of the Class A Noteholders until all accrued interest on the Class A Notes is paid in full, fifth, to the Class A-1 Noteholders until the Aggregate Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero, sixth, for the ratable benefit of the Holders of the remaining Class A Notes, until the Aggregate Outstanding Principal Balance of the remaining Class A Notes has been reduced to zero, seventh, for the benefit of the Note Insurer until all amounts then owing to the Note Insurer are paid in full, eighth, to the Class B Noteholders until 107 2003-A Indenture the Aggregate Outstanding Principal Balance of the Class B Notes is reduced to zero, ninth, to the Swap Counterparty all Swap Termination Payments and any other amounts owing to the Swap Counterparty not previously paid and tenth, to the Residual Interestholder. The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 9.04. At least 15 days before such record date, the Issuer shall mail to each Noteholder and Indenture Trustee a notice that states the record date, the payment date and, based on information provided by the Servicer, the amount to be paid. (c) If the Indenture Trustee elects to sell all or a portion of the Trust Estate following order:an Event of Default, the Indenture Trustee shall give the Seller at least five (5) days' prior notice of such sale, and the Seller may, but is not required to, make a bid for the purchase of all or a portion of the Trust Estate being sold by the Indenture Trustee.

Remedies; Priorities. (a) If an Event of Default --------------------- shall have occurred and be continuingcontinuing with respect to a Series, the Indenture Note Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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 of such Series or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Note Issuer and any other obligor 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 or the PU Code and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Note Trustee and the Holders of the Notes;Notes of such Series; and (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 (vi) 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 Note Trustee must may not sell or otherwise -------- ------- liquidate any portion of the Trust Estate Collateral following an Event of Default, if other than an Event of Default described in Section 5.01(i), (iii) or (iii), with respect to any Series unless (A) the Holders of the Notes representing not less than a majority 100 percent of the Note Balance of all Outstanding Amount of the Notes direct of all Series consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders of all Series are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal, premium, if any, and interest after taking into account payment of all amounts due prior thereto pursuant to the priorities set forth in Section 8.02(d) or (iiC) the Indenture Note Trustee determines that the Loans Collateral 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 all payments on the Notes of all Series as they would have become due if the Notes had not been declared due and payable, and the Note Trustee obtains the consent of Holders of 66-2/3 percent of the Outstanding Amount of the Notes of all Series. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Note Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Note Trustee collects any money or property pursuant to this Article V, it shall pay out such money in accordance with the money or property priorities set forth in the following order:Section 8.02(d).

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, the Indenture Trustee subject to the provisions of Section 10.17 10.16 hereof may may, and shall, at the written direction of the 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 (subject to Section 5.055.05 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, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor 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 Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Principal Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes representing not less than a majority of the Note Balance of are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) the Indenture Trustee determines that the Mortgage Loans will shall 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 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 Holders of 66-2/3% of the aggregate Note Principal Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a an “Event of Default” under the related Servicing Default Agreement has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the related Servicing Agreement. (b) If the Indenture Trustee or Securities Administrator collects any money or property pursuant to this Article V, it the Securities Administrator shall pay out the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor 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 the Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if other than an Event of Default described in Section 5.01(i) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Outstanding Amount of the Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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. In determining such sufficiency or insufficiency with respect to clause (A) and (B), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement.the (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the 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, the Indenture Trustee subject to the provisions of Section 10.17 10.16 hereof may may, and shall, at the written direction of the Holders of a majority of the aggregate Bond Principal Balances of the Bonds, do one or more of the following (subject to Section 5.055.05 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, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor upon such Notes 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 Holders 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 3.05Bonds; and (viiv) 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; PROVIDED, howeverHOWEVER, that the Indenture Trustee must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Bond Principal Balance of the Bonds, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes representing not less than a majority of the Note Balance of Bonds are sufficient to discharge in full all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate amounts then due and unpaid upon such Bonds for principal and interest or (iiC) 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 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 Holders of a majority of the aggregate Bond Principal Balance of the Bonds. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default an Event of Servicer Termination has not occurred, any Sale 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. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing and either (i) a Security Insurer Default shall also have occurred or (ii) if the Security Insurer is the Controlling Party and the Security Insurer so directs the Indenture Trustee in writing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor 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 the Holders of the Notes; ; and (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 (vi) 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 (x) if a Security Insurer Default shall have occurred, the Indenture Trustee must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if other than an Event of Default described in Section 5.01(i) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Outstanding Amount of the Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 Holders of a majority of the Outstanding Amount of the Notes, (y) if the Security Insurer is the Controlling Party, the Security Insurer may not direct the Indenture Trustee, and the Indenture Trustee shall not comply with any such direction, to sell or otherwise liquidate the Collateral following an Event of Default unless (1) the conditions set forth in clause (x) are met or (2) the Security Insurer has paid the Notes in full under the Policy. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.07; SECOND: to Noteholders for amounts due and unpaid on the Notes for interest (including any premium), ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest (including any premium); THIRD: to Holders of the Class A-1 Notes for amounts due and unpaid on the Class A-1 Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-1 Notes for principal, until the Outstanding Amount of the Class A-1 Notes is reduced to zero; FOURTH: to Holders of the Class A-2 Notes for amounts due and unpaid on the Class A-2 Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-2 Notes for principal, until the Outstanding Amount of the Class A-2 Notes is reduced to zero; FIFTH: to the Security Insurer pursuant to Section 5.06(b) of the Sale and Servicing Agreement and Section 5.10 of the Sale and Servicing Agreement; and

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to shall, at the provisions direction of Section 10.17 hereof the Note 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 (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders of Note Insurer or the Notes;Owners; and (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 (vi) 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 must may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, if unless (iA) the Holders Owners of 100% of the Outstanding Amount of the Notes representing not less than a majority consent thereto, (B) the proceeds of such sale or liquidation distributable to the Note Balance of Owners are sufficient to discharge in full all of the amounts then due and unpaid upon such Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) the Indenture Trustee determines that the Loans Collateral 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 Owners of 66-2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:: FIRST: to the Indenture Trustee for the Indenture Trustee Fee then due and any costs or expenses incurred by it in connection with the enforcement of the remedies provided for in this Article V SECOND: to the Note Insurer for the Premium Amount then due and unpaid; THIRD: to the Servicer for the Servicing Fee then due and unpaid; FOURTH: to Owners for amounts due and unpaid on the Notes for Current Interest (including any premium), pro rata, according to the amounts due and payable on the Notes for interest (including any premium); FIFTH: to Owners of the Notes for amounts due and unpaid on the Notes for principal, pro rata; SIXTH: to the Note Insurer for any amounts then due and payable under the Insurance Agreement; and SEVENTH: to Owners of the Notes for any Available Funds Cap Carry Forward Amount then unpaid; and EIGHT: to the Owner Trustee, for any amounts to be distributed, pro rata, to the Certificateholders. The Indenture Trustee may fix a record date and payment date for any payment to be made to the Owners pursuant to this Section. At least 15 days before such record date, the Indenture Trustee shall mail to each Owner, the Note Insurer 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, the Indenture Trustee shall, at the direction of the Note Insurer or, if an Insurer Default has occurred or is continuing, the Note Majority (subject to the provisions of Section 10.17 hereof may do 5.5), exercise any one or more of the following (subject to Section 5.05):remedies, whether sequentially or concurrently: (i) institute Proceedings in its own name and as or on behalf of a 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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 the Holders of the NotesNoteholders; (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 (vi) sell the Trust Estate 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) elect to have the Issuer maintain possession of the Receivables and continue to apply collections on such Receivables as if there had been no declaration of acceleration; and (vi) make demand upon the Servicer, howeverby written notice, that the Indenture Servicer deliver to the Trustee must all Receivable Files. (b) Notwithstanding the foregoing, if the Trustee is the Controlling Party, and if an Event of Default specified in Section 5.1(i), (ii), (iii) or (vi) shall have occurred and be continuing, the Trustee may not sell or otherwise liquidate the Trust Estate following an Event of DefaultEstate, if unless: (iA) all the Noteholders consent thereto, (B) the Holders proceeds of such sale or liquidation distributable to the Noteholders are sufficient to pay in full all amounts then due and unpaid upon such Notes representing not less than a majority of the Note Balance of all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate for principal and interest or (iiC) the Indenture Trustee determines that the Loans Trust Estate 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 Trustee provides prior written notice to the Rating Agency and the Note Insurer and obtains the consent of Holders of the Note Majority. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (B)C) above, the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (bc) If the Indenture Trustee collects any money or property pursuant to this Article VV (excluding any payments made under the Policy), it shall pay out the such money or property according to the priorities set forth in the following order:Section 4.5

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the following (subject to Section 5.055.5): (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, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor 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 the Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if other than an Event of Default described in Section 5.01(i) or (iii), unless (A) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all of the Notes direct the Indenture Trustee then Outstanding have consented to sell such sale or otherwise liquidate the Trust Estate or (ii) the Indenture Trustee determines that the Loans will not continue to provide sufficient funds for (A) the payment of expenses under this Indenture and liquidation, (B) the payment proceeds of such sale or liquidation are sufficient to pay in full the principal of and the accrued interest on all of the Notes then Outstanding or (C) the Collections on the Receivables will not be sufficient on an ongoing basis to make all payments on all of the Notes as they such payments would have become due if the Notes had not been declared due and payable; and the Indenture Trustee obtains the consent of the Holders of at least 66-2/3% of the Note Balance of all of the Notes then Outstanding. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (B)C) of the preceding sentence, the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property on each Payment Date in the following order:accordance with Section 8.2(g) or Section 8.2(h), as applicable.

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, the Indenture Trustee subject to the provisions of Section 10.17 Sections 5.11 and 10.16 hereof may shall, do one or more of the following (subject to Section 5.055.05 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 Sale and Servicing Agreement and enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Trustee, the Holders of the Notes; (iv) [Reserved] (v) refrain from selling Notes and 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 3.05Note Insurer; and (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Principal Balance and, unless a Note Insurer default exists, the Note Insurer, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes representing not less than a majority of are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and to reimburse the Note Balance of all of Insurer for any amounts paid under the Notes direct Note Insurance Policy and any other amounts due to the Indenture Trustee to sell or otherwise liquidate Note Insurer under the Trust Estate Sale and Servicing Agreement and the Insurance Agreement or (iiC) 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 Note Insurer and the Holders of a majority of the aggregate Note Principal Balance. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing an Event of Servicer Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Sale and Servicing Agreement. (b) If Notwithstanding the priorities of payment provisions of Section 6.06 of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders holders of the Notes;; and (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 (vi) 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 must 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 (i) the holders of all outstanding Notes consent to such sale, (ii) the proceeds of such sale are sufficient to pay in full the principal of and the accrued interest on the outstanding Notes at the date of such sale or (iii) the Indenture Trustee determines that the collections on the Financed Student Loans would not be sufficient on an ongoing basis to make all payments on the Notes as such payments would have become due if such obligations had not been declared due and payable, and the Indenture Trustee obtains the consent of the holders of 66 2/3% of the aggregate principal amount of the Notes then outstanding; provided, further, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, if other than an Event of Default described in Section 5.01(i) or (ii) unless (i) the Holders proceeds of the Notes representing sale or liquidation of the Trust Estate distributable to the holders of the Certificates are sufficient to pay to the holders of the Certificates the outstanding principal balance of the Certificates plus accrued and unpaid return thereon or (ii) after receipt of notice from the Eligible Lender Trustee that the proceeds of such sale or liquidation distributable to the holders of the Certificates would not less than be sufficient to pay to the holders of the Certificates the outstanding principal balance of the Certificates plus accrued and unpaid return thereon, the holders of the Certificates of at least a majority of the Note Balance of all outstanding principal balance of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (ii) the Indenture Trustee determines that the 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 payableCertificates consent thereto. In determining such sufficiency or insufficiency with respect addition, notwithstanding anything herein to clause (A) and (B)the contrary, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as Trustee's rights hereunder to sell the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, so long as a Servicing Default has not occurred, any Sale of the Trust Estate Financed Student Loans shall be made subject to the continued servicing rights of PHEAA to submit a first offer therefor in accordance with paragraph 8 of the Loans by the Servicer as provided in the Supplemental Sale and Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.07; SECOND: to the Servicers for due and unpaid Servicing Fees; THIRD: to the holders of the Notes for amounts due and unpaid on the Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable 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, the Indenture Trustee subject to the provisions of Section 10.17 11.16 hereof may may, and shall, at the written direction of the Holders of a majority of the aggregate Note Principal Balances of the Offered Notes, do one or more of the following (subject to Section 5.055.05 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, enforce any judgment obtained, obtained and collect from the Issuer Issuing Entity and any other obligor 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 Holders 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 (viiv) 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 must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if unless (iA) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Principal Balance of the Offered Notes, (B) the proceeds of such sale or liquidation distributable to the Holders of the Offered Notes representing not less than a majority of are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest and amounts due and unpaid under the Note Balance of all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate Swap Agreement or (iiC) 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 applicable Offered Notes as they would have become due if the Offered Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Holders of 66 2/3% of the aggregate Note Principal Balance of the Offered Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a an Event of Default under the Servicing Default Agreement has not occurred, any Sale 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. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.07 hereof or the Sale and Servicing Agreement and to the Master Servicer for amounts due under the Sale and Servicing Agreement; SECOND: to the Noteholders for amounts due and unpaid on the Notes with respect to interest and principal, first, to the Class 1-A, Class 2-A, Class 3-A, Class 4-A and Class 5-A Noteholders on a pro rata basis, and second, to the Class M-1 Noteholders, according to the amounts due and payable on the Notes for interest and principal; THIRD: first, to the Class 1-A, Class 2-A, Class 3-A, Class 4-A and Class 5-A Noteholders on a pro rata basis, and second, to the Class M-1 Noteholders, , the amount of any related Unpaid Realized Loss Amounts and any related Net Rate Carryover Amounts not previously paid; FOURTH: to the Noteholders for amounts due and unpaid on the Notes with respect to interest and, if applicable, principal, first, to the Class IO Noteholders on a pro rata basis, second, to the Class M-2 Noteholders, third, to the Class B-1 Noteholders, fourth, to the Class B-2 Noteholders, ffith, to the Class B-3 Noteholders, sixth, to the Class B-4 Noteholders, and seventh, to the Class B-5 Noteholders, according to the amounts due and payable on the Notes for interest and principal; FFITH: first, to the Class IO Noteholders on a pro rata basis, second, to the Class M-2 Noteholders, third, to the Class B-1 Noteholders, fourth, to the Class B-2 Noteholders, ffith, to the Class B-3 Noteholders, sixth, to the Class B-4 Noteholders, and seventh, to the Class B-5 Noteholders, the amount of any related Unpaid Realized Loss Amounts and any related Net Rate Carryover Amounts not previously paid; and SIXTH: to the payment of the remainder, if any to the holder of the Owner Trust Certificates on behalf of the Issuing Entity or to 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, the Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders 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 (vi) 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 must sell or otherwise liquidate the Trust Estate following an Event of Default, if (i) the Holders of the Notes representing not less than a majority of the Note Balance of all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (ii) the Indenture Trustee determines that the 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. In determining such sufficiency or insufficiency with respect to clause (A) and (B), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing Servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing with respect to any Series, and the Notes of such Series have been accelerated pursuant to Section 5.3, Indenture Trustee subject to the provisions of Section 10.17 hereof may do one or more of the following (subject to Section 5.05Sections 5.6 and 12.16): (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 of the affected Series or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 the Holders of the NotesNotes of the affected Series; (iviii) [Reserved] cause the Issuer to sell Principal Receivables (vor interests therein) refrain from selling in an amount equal to the Trust Estate (unless otherwise directed by a majority Collateral Amount of noteholders) the accelerated Series and continue to apply all amounts received thereon to payments on the Notes related Finance Charge Receivables in accordance with Section 3.05; and5.16; (vi) 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 must sell or otherwise liquidate the Trust Estate following an Event of Default, if (i1) the Holders of Notes representing 100% of the principal balance of the Outstanding Notes of the affected Series consent in writing thereto, (2) Indenture Trustee determines that any proceeds of such exercise distributable to the Noteholders of the affected Series are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and is directed to exercise this remedy by Holders of Notes representing not less more than a majority 50% of the Note Balance of all principal balance of the Outstanding Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate of such Series, or (ii3) the Indenture Trustee determines that the Loans will Collateral may 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 Indenture Trustee obtains the consent of the Holders of Notes representing at least 66-2/3% of the principal balance of the Outstanding Notes of each Class of such Series and (B) Indenture Trustee has been provided with an Opinion of Counsel to the effect that the exercise of such remedy complies with applicable federal and state securities laws. In determining such sufficiency or insufficiency with respect to clause clauses (AA)(2) and (BA)(3), the Indenture Trustee may, but need not, obtain and 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 remedies provided in this Section 5.5(a) are the foregoingexclusive remedies provided to the Noteholders with respect to the Collateral, so long as a Servicing Default has not occurred, any Sale and each of the Trust Estate shall be made subject to Indenture Trustee and the continued servicing Noteholders (by their acceptance of the Loans by the Servicer as provided their respective interests in the Servicing AgreementNotes) hereby expressly waives any other remedy that might have been available under the applicable UCC or any other law. (b) If the Indenture Trustee collects any money or property pursuant to this Article VV following the acceleration of the Notes of the affected Series pursuant to Section 5.3 (so long as such a declaration shall not have been rescinded or annulled), it shall pay out the money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to may, or at the provisions direction of Section 10.17 hereof may Noteholders of Notes evidencing not less than a majority of the principal amount of the Notes shall, do one or more of the following (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 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 Holders of the Notes;Noteholders; and (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 (vi) 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 must may not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, if unless: (iA) the Holders holders of Notes evidencing 100% of the principal amount of the Notes representing not less than a majority (excluding Notes held by the Seller, the Servicer or any of their Affiliates) consent thereto; or (B) 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 (C) if the Event of Default is of the Note Balance of all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate type described in Section 5.1(i) or (ii) ), the Indenture Trustee Trustee- (1) determines (but shall have no obligation to make such determination) that the Loans Indenture Trust Estate 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 (2) the Indenture Trustee obtains the consent of holders of Notes evidencing not less than 66 2/3% of the principal amount of the Notes; or (D) with respect to an Event of Default described in Section 5.1(iii): (1) the holders of all Outstanding Notes and the Certificateholders of all Outstanding Certificates consent thereto; or (2) the proceeds of such sale or liquidation are sufficient to pay in full the principal of and accrued interest on the Outstanding Notes and Outstanding Certificates. In determining such sufficiency or insufficiency with respect to clause clauses (AC)(1) and (B)D)(2) above, the Indenture Trustee maymay (at other than its own expense), but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If Notwithstanding the provisions of Section 8.2 of this Indenture or Section 4.6 of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property (and other amounts including amounts held on deposit in the Reserve Account) pursuant to this Article V, it shall pay out the money or property in the following orderorder of priority: (i) first, to the Indenture Trustee and the Owner Trustee for all amounts due for fees, expenses and indemnification under Section 6.7 of this Indenture, Article VII of the Trust Agreement and Section 6.2 of the Sale and Servicing Agreement, respectively, and not previously paid; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, if an Event of Default specified in Section 5.1(i), (ii), (iv) or (v) has occurred, in the following order of priority: (A) first, to the Class A Noteholders, interest due and payable on the Class A Notes (including interest at the applicable Note Interest Rate on any overdue interest, to the extent lawful), provided that if there are not sufficient funds available to pay the entire amount of interest due and payable on the Class A Notes, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (B) second, to the holders of the Class [ ] Notes in reduction of principal until the principal amount of the Class [ ] Notes has been paid in full and then to the holders of the Class [ ] Notes, the Class [ ] Notes and the Class [ ] Notes on a pro rata basis in reduction of principal until the principal amount of such Class A Notes has been paid in full; and (C) third, to the Certificate Distribution Account, the sum of (x) accrued and unpaid interest on the Class B Certificates (together with interest at the Class B Rate on any overdue interest, to the extent lawful) and (y) the Outstanding Certificate Balance; (iv) fourth, if the only Event of Default that has occurred is the Event of Default specified in Section 5.1(iii), in the following order of priority: (A) to the Class A Noteholders, accrued and unpaid interest on the Class A Notes (together with interest on overdue interest at the applicable Note Interest Rate, to the extent lawful) provided that if there are not sufficient funds available to pay the entire amount of such interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (B) to the Noteholders, the Priority Note Principal Payment, if any, to be distributed in the same manner as described under Section 8.2(d) of this Indenture; (C) to the Certificate Distribution Account, accrued and unpaid interest on the Class B Certificates (together with interest at the Class B Rate on any overdue interest, to the extent lawful); (D) to the holders of the Class [ ] Notes in reduction of principal until the principal amount of the Class [ ] Notes has been paid in full and then to the holders of the Class [ ] Notes, the Class [ ] Notes and the Class [ ] Notes on a pro rata basis in reduction of principal until the principal amount of such Class A Notes has been paid in full; and (E) to the Certificate Distribution Account for distribution to Class B Certificateholders in reduction of the Certificate Balance until the Certificate Balance is reduced to zero. (v) fifth, to the Depositor, any money or property remaining after payment in full of the amounts described in clauses (i)-(iv) of this Section 5.4(b). The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.4. At least fifteen (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. (c) Upon a sale or other liquidation of the Receivables in the manner set forth in Section 5.4(a), the Indenture Trustee shall provide reasonable prior notice of such sale or liquidation to each Noteholder and Certificateholder. A Noteholder or Certificateholder may submit a bid with respect to such sale.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee may or shall, at the direction of the Note Majority (subject to the provisions of Section 10.17 hereof may do 5.5) exercise any one or more of the following (subject to Section 5.05):remedies, whether sequentially or concurrently: (i) institute Proceedings in its own name and as or on behalf of a 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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 the Holders of the NotesNoteholders; (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 (vi) sell the Trust Estate 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. ; (v) elect to have the Issuer maintain possession of the Receivables and continue to apply collections on such Receivables as if there had been no declaration of acceleration; and (vi) make demand upon the Servicer, by written notice, that the Servicer deliver to the Trustee all Receivable Files; provided, however, that the Indenture Trustee must may not sell or otherwise liquidate the Trust Estate following an Event of Default, if (iother than an Event of Default described in Section 5.1(i) the Holders of the Notes representing not less than a majority of the Note Balance of all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (ii), unless: (A) all the Noteholders consent thereto, (B) the Indenture proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Trustee determines that the Loans Trust Estate 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 Trustee provides prior written notice to the Rating Agency and obtains the consent of Holders of the Note Majority. In determining such sufficiency or insufficiency with respect to clause clauses (AB) and (B)C) above, the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the such money or property according to the priorities set forth in Section 4.5 of the following order:Sale and Servicing Agreement. The Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such special record date, the Trustee shall mail to each Noteholder and the Issuer a notice that states the special record date, the special payment date and the amount to be paid.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to shall, at the provisions direction of Section 10.17 hereof the Securities Insurer, and if a Securities Insurer Default has occurred and is continuing, the Indenture Trustee may and at the direction of a majority of the Holders of the Notes shall do one or more of the following (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 Holders of Securities Insurer or the Notes;Noteholders; and (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 (vi) 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 must may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, if unless (iA) the Holders of the Notes representing not less than a majority 100% of the Note Balance of all Outstanding Amount of the Notes direct consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (iiC) the Indenture Trustee determines that the Loans Collateral 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 Holders of 66-2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order:: FIRST: to the Indenture Trustee for the Indenture Trustee Fee 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; SECOND: to the Securities Insurer for the Guaranty Insurance Premium then due and unpaid;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to may, or at the provisions direction of Section 10.17 hereof may Noteholders of Notes evidencing not less than a majority of the principal amount of the Notes shall, do one or more of the following (subject to Section 5.055.5): (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, enforce any judgment obtained, and collect from the Issuer and any other obligor 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 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 Holders of the Notes;Noteholders; and (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 (vi) 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 must may not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, if unless: (iA) the Holders holders of Notes evidencing 100% of the principal amount of the Notes representing not less than a majority (excluding Notes held by the Seller, the Servicer or any of their Affiliates) consent thereto; or (B) 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 (C) if the Event of Default is of the Note Balance of all of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate type described in Section 5.1(i) or (ii) ), the Indenture Trustee Trustee- (1) determines (but shall have no obligation to make such determination) that the Loans Indenture Trust Estate 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 (2) the Indenture Trustee obtains the consent of holders of Notes evidencing not less than 66 2/3% of the principal amount of the Notes; or (D) with respect to an Event of Default described in Section 5.1(iii): (1) the holders of all Outstanding Notes and the Certificateholders of all Outstanding Certificates consent thereto; or (2) the proceeds of such sale or liquidation are sufficient to pay in full the principal of and accrued interest on the Outstanding Notes and Outstanding Certificates. In determining such sufficiency or insufficiency with respect to clause clauses (AC)(1) and (B)D)(2) above, the Indenture Trustee maymay (at other than its own expense), but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If Notwithstanding the provisions of Section 8.2 of this Indenture or Section 4.6 of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following orderorder of priority: (i) first, to the Indenture Trustee and the Owner Trustee for all amounts due for fees, expenses and indemnification under Section 6.7 of this Indenture, Article VII of the Trust Agreement and Section 6.2 of the Sale and Servicing Agreement, respectively, and not previously paid; (ii) second, to the Servicer for due and unpaid Servicing Fees; (iii) third, if an Event of Default specified in Section 5.1(i), (ii), (iv) or (v) has occurred, in the following order of priority: (A) first, to the Noteholders, interest due and payable on the Class A Notes (including interest at the applicable Note Interest Rate on any overdue interest, to the extent lawful), provided that if there are not sufficient funds available to pay the entire amount of interest due and payable on the Class A Notes, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (B) second, to the holders of the Class A-1 Notes in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full and then to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of such Class A Notes has been paid in full; and (C) third, to the Certificate Distribution Account, the sum of (x) accrued and unpaid interest on the Class B Certificates (together with interest at the Class B Rate on any overdue interest, to the extent lawful) and (y) the Outstanding Certificate Balance; (iv) fourth, if the only Event of Default that has occurred is the Event of Default specified in Section 5.1(iii), in the following order of priority: (A) to the Class A Noteholders, accrued and unpaid interest on the Class A Notes (together with interest on overdue interest at the applicable Note Interest Rate, to the extent lawful) provided that if there are not sufficient funds available to pay the entire amount of such interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (B) to the Noteholders, the Priority Note Principal Payment, if any, to be distributed in the same manner as described under Section 8.2(d) of this Indenture; (C) to the Certificate Distribution Account, accrued and unpaid interest on the Class B Certificates (together with interest at the Class B Rate on any overdue interest, to the extent lawful); (D) to the holders of the Class A-1 Notes in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full and then to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of such Class A Notes has been paid in full; and (E) to the Certificate Distribution Account for distribution to Class B Certificateholders in reduction of the Certificate Balance until the Certificate Balance is reduced to zero. (v) fifth, to the Depositor, any money or property remaining after payment in full of the amounts described in clauses (i)-(iv) of this Section 5.4(b). The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.4. At least fifteen (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. (c) Upon a sale or other liquidation of the Receivables in the manner set forth in Section 5.4(a), the Indenture Trustee shall provide reasonable prior notice of such sale or liquidation to each Noteholder and Certificateholder. A Noteholder or Certificateholder may submit a bid with respect to such sale.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee subject to may, and at the provisions written direction of Section 10.17 hereof may the Noteholders representing a majority of the Note Balance of the Outstanding Notes of the Controlling Class shall, do one or more of the following (subject to Section Sections 5.02 and 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, enforce any judgment obtained, obtained and collect from the Issuer and any other obligor upon on 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 the Holders of the Notes;; and (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 (vi) 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, notwithstanding anything else herein to the contrary, that the Indenture Trustee must may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, if other than an Event of Default described in Section 5.01(a) or (ib), unless, (x) the Holders of the Notes Noteholders representing not less than a majority 100% of the Note Balance of the Outstanding Notes voting as a single class consents thereto, (y) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid on such Notes in respect of the Notes direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate principal and interest, or (iiz) the Indenture Trustee determines that the Loans Collateral 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 Noteholders representing 662/3% of the Note Balance of the Outstanding Notes voting as a single class; provided, further, that the Depositor or its Affiliates may not participate in such sales as long as any of them is a Noteholder. In determining such sufficiency or insufficiency with respect to clause (Ay) and (B)z) above, the Indenture Trustee may, at the Issuer’s expense whether or not the Collateral is sold (unless it is paid in the priority set forth in Section 5.04(b) in connection with a sale of Collateral) but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article VV and the Notes have been accelerated, it shall pay out the such money or property (and other amounts, including all amounts held on deposit in the Reserve Account) held as Collateral for the benefit of the Noteholders (net of liquidation costs associated with the sale of the Collateral) in the following orderorder of priority: (i) first, to the Indenture Trustee, the Owner Trustee and the Administrator, any accrued and unpaid fees, indemnity payments and reasonable expenses permitted under the Basic Documents; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees and to the Backup Servicer, the Backup Servicing Fee and all unpaid Backup Servicing Fees with respect to prior Collection Periods; (iii) third, pro rata, to the Holders of the Class A-1 Notes, the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes and the Holders of the Class A-4 Notes, the Accrued Class A-1 Note Interest, the Accrued Class A-2 Note Interest, the Accrued Class A-3 Note Interest and the Accrued Class A-4 Note Interest, respectively; (iv) fourth, if (x) the Receivables have been sold after an Event of Default has occurred or (y) an Event of Default described in Section 5.01(a), (b) or (d) has occurred, in the following order of priority: (A) to the Holders of the Class A-1 Notes in respect of principal thereon until the Class A-1 Notes have been Paid In Full; (B) pro rata, to the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes and the Holders of the Class A-4 Notes, in respect of principal thereon, until the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes have been Paid In Full; (C) to the Holders of the Class B Notes, the Accrued Class B Note Interest; (D) to the Holders of the Class B Notes in respect of principal thereon until the Class B Notes have been Paid In Full; (E) to the Holders of the Class C Notes, the Accrued Class C Note Interest; (F) to the Holders of the Class C Notes in respect of principal thereon until the Class C Notes have been Paid In Full; (v) fifth, if an Event of Default other than that described in clause (iv) directly above has occurred and the Receivables have not been sold after such Event of Default has occurred, in the following order of priority: (A) to the Holders of the Class B Notes, the Accrued Class B Note Interest; (B) to the Holders of the Class C Notes, the Accrued Class C Note Interest; (C) to the Holders of the Class A-1 Notes in respect of principal thereon until the Class A-1 Notes have been Paid In Full; (D) pro rata, to the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes and the Holders of the Class A-4 Notes, in respect of principal thereon, until the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes have been Paid In Full; (E) to the Holders of the Class B Notes in respect of principal thereon until the Class B Notes have been Paid In Full; (F) to the Holders of the Class C Notes in respect of principal thereon until the Class C Notes have been Paid In Full; (vi) sixth, any remaining funds shall be distributed to the Certificateholders. (c) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.04. 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 continuingcontinuing with respect to a Series, the Indenture Note Trustee subject to the provisions of Section 10.17 hereof may do one or more of the 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 of such Series or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Note Issuer and any other obligor 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 or the PU Code and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Note Trustee and the Holders of the Notes;Notes of such Series; and (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 (vi) 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 Note -------- ------- Trustee must may not sell or otherwise liquidate any portion of the Trust Estate Collateral following an Event of Default, if other than an Event of Default described in Section 5.01(i), (iii) or (iii), with respect to any Series unless (A) the Holders of the Notes representing not less than a majority 100 percent of the Note Balance of all Outstanding Amount of the Notes direct of all Series consent thereto, (B) the Indenture Trustee proceeds of such sale or liquidation distributable to sell or otherwise liquidate the Trust Estate Noteholders of all Series are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal, premium, if any, and interest after taking into account payment of all amounts due prior thereto pursuant to the priorities set forth in Section 8.02(d) or (iiC) the Indenture Note Trustee determines that the Loans Collateral 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 all payments on the Notes of all Series as they would have become due if the Notes had not been declared due and payable, and the Note Trustee obtains the consent of Holders of 66- 2/3 percent of the Outstanding Amount of the Notes of all Series. In determining such sufficiency or insufficiency with respect to clause (AB) and (BC), the Indenture Note Trustee may, but need not, obtain and 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, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (b) If the Indenture Note Trustee collects any money or property pursuant to this Article V, it shall pay out such money in accordance with the money or property priorities set forth in the following order:Section 8.02(d).

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuingcontinuing with respect to any Series of Outstanding Notes and such Series of Notes has been accelerated under Section 5.02, the Indenture Trustee subject may institute proceedings to enforce the provisions of Section 10.17 hereof may do one or more obligations of the following (subject Issuer hereunder and under the Indenture Supplement with respect to Section 5.05): (i) institute Proceedings such Series of Notes in its own name and as trustee on behalf of an express trust the Noteholders of such Series for the collection of all amounts then payable on the Notes of such Series or under this Indenture or such Indenture Supplement with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes monies moneys adjudged due;. (iib) If an Event of Default shall have occurred and be continuing with respect to all Series of Outstanding Notes and all Series of Outstanding Notes have been accelerated under Section 5.02, the Indenture Trustee may or, if so directed by the Majority Investors, the Indenture Trustee shall, do one or more of the following: (i) institute Proceedings proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstatePledged Assets; (iiiii) exercise any remedies of a secured party under the UCC NYUCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders 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 (viiii) in the case of an Event of Default referred to in clause (a) or (b) of Section 5.01, sell the Trust Estate or any portion thereof Pledged Assets or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law. provided, however, accordance with Section 5.05; PROVIDED that the Indenture Trustee must may not sell or otherwise liquidate the Trust Estate Pledged Assets following an Event of Default, if Default referred to in clause (ia) or (b) of Section 5.01 unless (A) the Holders proceeds of the Notes representing not less than a majority sale or liquidation of the Note Balance of Pledged Assets are sufficient to discharge in full all of amounts due and unpaid with respect to the Notes direct Notes, (B) if the Indenture Trustee to sell or otherwise liquidate the Trust Estate or (ii) the Indenture Trustee determines has determined that the Loans Pledged Assets 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, Holders of Notes evidencing 66 2/3% of the Outstanding Amount, voting as they would have become due if a single class, consent to such sale or liquidation or (C) Holders of Notes evidencing 100% of the Notes had not been declared due and payableOutstanding Amount consent to such sale or liquidation. In determining such sufficiency or insufficiency with respect to clause (A) and (B), the Indenture Trustee may, but need notis not required to, obtain and 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 Pledged Assets for such purpose. Notwithstanding the foregoing, so long as a Servicing Default has not occurred, any Sale of the Trust Estate shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. (bc) If the Indenture Trustee collects any money or property pursuant to this Article V, it such money or property shall be held by the Indenture Trustee as additional collateral hereunder and the Indenture Trustee shall pay out the such money or property to the Collection Account for distribution in accordance with the following order:provisions of Article VIII.