Common use of Remedies; Priorities Clause in Contracts

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of Default, the Indenture Trustee may do one or more of the following (subject to Section 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 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) 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 (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii), unless: (A) all the Noteholders consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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;; and (iv) after an acceleration of the maturity of the Notes pursuant to Section 5.02, 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, provided that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than Default pursuant to clause (iv) above unless: (A) the Event of Default is of the type described in Section 5.01(i) or (ii); or (B) with respect to an Event of Default described in Section 5.1(i5.01(iii): (i) or the Noteholders of all Outstanding Notes consent thereto; or (ii), unless: (A) all the Noteholders consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge pay in full all amounts then due the principal of and unpaid upon such accrued interest on the Outstanding Notes for principal and interest or at the date of sale; or (C) with respect to any Event of Default described in Section 5.01(iv) and (v): (i) the Indenture Trustee determines that Noteholders of all Outstanding Notes consent thereto; or (ii) the Trust Estate will not continue proceeds of such sale or liquidation are sufficient to provide sufficient funds for pay in full the payment of principal of and the accrued interest on the Notes as they would have become due if the Notes had not been declared due and payable, and Outstanding Notes; or (iii) 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 clauses (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following orderTrustee:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(i) or (ii), unless: unless (A) all the Noteholders Holders of 100% of the Outstanding Amount of the Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66 2/366% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may may, but shall not be obligated to, do one or more of the following (subject to Section 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 Issuing Entity Issuer and any other obligor upon such Notes monies the amounts then payable and 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;Noteholders; and (iv) sell or liquidate the Trust Estate, 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii), unless: unless (A) all the Noteholders Holders of 100% of the principal amount of the Notes Outstanding, voting as a group, consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge pay in full all amounts then due the principal of and unpaid upon such the accrued interest on the outstanding Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding Amount principal amount of the NotesNotes Outstanding, voting as a group. In determining such sufficiency or insufficiency with respect to clauses (B) and (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. The . (b) Notwithstanding the foregoing, if an Event of Default specified in Section 5.1(i) shall have occurred and be continuing and the Notes shall have been accelerated under Section 5.2(a), (i) if the Indenture Trustee determines that the net proceeds of a sale or liquidation of the Trust Estate would be sufficient to discharge in full the principal of and accrued interest on the Notes, the Indenture Trustee shall incur no liability as a result of the sale of sell or liquidate the Trust Estate or any part portion thereof or rights or interest therein at any sale pursuant to this Section 5.4 one or more public or private sales called and conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising manner permitted by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even law; or (ii) if the Indenture Trustee accepts determines that the first offer received and does not offer net proceeds of a sale or liquidation of the Trust Estate would not be sufficient to discharge in full the principal of and accrued interest on the Notes, the Indenture Trustee may sell or liquidate the Trust Estate at one or more than one offeree, so long as such sale is public or private sales called and conducted in any manner permitted by law if the Indenture Trustee obtains the consent of Holders of 66 2/3% of the principal amount of the Notes Outstanding, voting as a commercially reasonable mannergroup. (bc) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:order of priority set forth in Section 2.8(f). (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 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 the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(i) or (ii), unless: unless (A) all the Noteholders Holders of 100% of the Outstanding Amount of the Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault has occurred and is continuing, the Indenture Trustee subject to Section 11.16 may with the consent of the Credit Enhancer, and at the direction of the Credit Enhancer shall, do one or more any of the following (subject to Section 5.55.11): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect theretoIndenture, whether by declaration or otherwise, and all amounts payable under the Sale and Servicing Agreement, and enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such on the Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Credit Enhancer, and the Holders of the NotesNoteholders; (iv) sell exercise all rights of the Trust EstateIssuer in connection with the Purchase Agreement and the Sale and Servicing Agreement against the Sponsor, the Depositor, or the Master Servicer or otherwise; and (v) sell any portion thereof of the Collateral or rights or interest thereininterests in it as directed by the Credit Enhancer, at one or more public or private sales called and conducted in any manner permitted by law; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the . The Indenture Trustee all Receivable Files; providedTrustee, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii), unless: unless (A) all the Noteholders Indenture Trustee obtains the consent theretoof the Credit Enhancer and the Holders of 100% of the aggregate Outstanding Amount of the Notes of both Classes, (B) the proceeds of such the sale or liquidation distributable to the Noteholders and the Credit Enhancer are sufficient to discharge in full all amounts then due on the Notes and unpaid upon such Notes to reimburse the Credit Enhancer for principal any unreimbursed Credit Enhancement Draw Amounts and interest any other amounts due the Credit Enhancer under the Insurance Agreement, or (C) the Indenture Trustee determines that the Trust Estate Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer and the Holders of 66 2/3% a majority of the aggregate Outstanding Amount of the NotesNotes of both Classes. In determining such the sufficiency or insufficiency with respect to clauses under clause (B) and (C), the Indenture Trustee may, but need not, obtain and rely upon on an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such the proposed action and as to the sufficiency of the Trust Estate Collateral for such the purpose. The Indenture Trustee If a Credit Enhancer Default exists at the time any consent is required or direction may be given under this Section 5.05(a), the consent or direction shall incur no liability as a result be by Holders representing at least 662/3% of the sale Outstanding Amount of both Classes instead of by the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannerCredit Enhancer. (b) If the Indenture Trustee collects any money or property pursuant to under this Article VArticle, it shall pay out such the money or property in the following order:order with respect to a Loan Group: FIRST: to the Indenture Trustee for the fee of the Indenture Trustee (separately agreed to between the Master Servicer and the Indenture Trustee) then due and any expenses incurred by it in connection with the enforcement of the remedies under this Article and to the Owner Trustee for the fee of the Owner Trustee (separately agreed to between the Master Servicer and the Owner Trustee) then due and any expenses due to the Owner Trustee under any of the Transaction Documents, each with respect to the relevant Loan Group; SECOND: any premium owing to the Credit Enhancer, with respect to the relevant Loan Group; THIRD: to the related Noteholders for interest due on the related Notes, pro rata according to the amounts due on those Notes for interest;

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may may, but shall not be obligated to, do one or more of the following (subject to Section 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 Issuing Entity 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 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;Noteholders; and (iv) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii), unless: unless (A) all the Noteholders Holders of 100% of the principal amount of the Notes Outstanding, voting as a group, consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge pay in full all amounts then due the principal of and unpaid upon such the accrued interest on the outstanding Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66 66-2/3% of the Outstanding Amount principal amount of the NotesNotes Outstanding, voting as a group. In determining such sufficiency or insufficiency with respect to clauses (B) and (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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:order of priority set forth in Section 2.8(f). (c) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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;; and (iv) after an acceleration of the maturity of the Notes pursuant to Section 5.02, 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, provided that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than Default pursuant to clause (iv) above unless: (A) the Event of Default is of the type described in Section 5.01(i) or (ii); or (B) with respect to an Event of Default described in Section 5.1(i5.01(iii): (i) or the Noteholders of all Outstanding Notes consent thereto; or (ii), unless: (A) all the Noteholders consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge pay in full all amounts then due the principal of and unpaid upon such accrued interest on the Outstanding Notes for principal and interest at the date of sale; or (C) with respect to any Event of Default described in Section 5.01(iv) and (v): (i) the Indenture Trustee determines that Noteholders of all Outstanding Notes consent thereto; or (ii) the Trust Estate will not continue proceeds of such sale or liquidation are sufficient to provide sufficient funds for pay in full the payment of principal of and the accrued interest on the Notes as they would have become due if the Notes had not been declared due and payable, and Outstanding Notes; or (iii) 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 clauses (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following orderTrustee:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing and result in the acceleration of the Notes, the Indenture Trustee shall make payments on the Notes and to the Owner Trustee as set forth in Section 5.06(d) of the Sale and Servicing Agreement, rather than pursuant to Section 5.06(c) thereof. (b) If the Indenture Trustee, in compliance with Section 5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee. (c) In accordance with Section 5.04(b), if an Event of Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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 (iv) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(a) or (iib), unless: unless (A) the Holders of 100% of the Outstanding Amount of the Notes, voting as a single class, consent thereto (but excluding for purposes of such vote all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates, unless at such time all of the Noteholders consent theretoNotes are held or beneficially owned by NMAC, NARC II and their Affiliates), or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such the Notes for principal and interest interest, or (C) the Indenture Trustee determines that the Trust Estate will may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of a 66 2/3% of the Outstanding Amount of the Notes, voting as a single class (but excluding for purposes of such vote all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates, unless at such time all of the Notes are held or beneficially owned by NMAC, NARC II and their Affiliates). In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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. . (d) The Indenture Trustee shall incur no liability as may fix a result of the sale of the Trust Estate or record date and payment date for any part thereof at any sale payment to Noteholders pursuant to this Section 5.4 conducted in a commercially reasonable mannerSection. Each of At least 15 days before such record date, the Issuing Entity Issuer shall mail to each Noteholder and Holders hereby waives any claims against the Indenture Trustee arising by reason of a notice that states the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtainedrelated record date, even if the Indenture Trustee accepts the first offer received payment date and does not offer the Trust Estate amount to more than one offeree, so long as such sale is conducted in a commercially reasonable mannerbe paid. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may may, and at the direction of Holders of Priority Class Notes representing a majority of the Outstanding Balance thereof shall, do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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 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;; and (iv) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate any Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(a)(i) or (ii), unless: unless (A) all the Noteholders Holders of [100]% of the Outstanding Balance of the Notes consent thereto, thereto or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines determines, based on information provided by the Trust Administrator, that the Trust Estate Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66 2/3% [66-2/3]% of the Outstanding Amount Balance of the Notes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article VFive, it shall pay out such the money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault has occurred and is continuing, the Indenture Trustee subject to Section 11.16 may with the consent of the Credit Enhancer, and at the direction of the Credit Enhancer shall, do one or more any of the following (subject to Section 5.55.11): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect theretoIndenture, whether by declaration or otherwise, and all amounts payable under the Sale and Servicing Agreement, and enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such on the Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Credit Enhancer, and the Holders of the NotesNoteholders; (iv) sell exercise all rights of the Trust EstateIssuer in connection with the Purchase Agreement and the Sale and Servicing Agreement against the Sponsor, the Depositor, or the Master Servicer or otherwise; and (v) sell any portion thereof of the Collateral or rights or interest thereininterests in it as directed by the Credit Enhancer, at one or more public or private sales called and conducted in any manner permitted by law; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the . The Indenture Trustee all Receivable Files; providedTrustee, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii), unless: unless (A) all the Noteholders Indenture Trustee obtains the consent theretoof the Credit Enhancer and the Holders of 100% of the aggregate Outstanding Amount of the Notes of both Classes, (B) the proceeds of such the sale or liquidation distributable to the Noteholders and the Credit Enhancer are sufficient to discharge in full all amounts then due on the Notes and unpaid upon such Notes to reimburse the Credit Enhancer for principal any unreimbursed Credit Enhancement Draw Amounts and interest any other amounts due the Credit Enhancer under the Insurance Agreement, or (C) the Indenture Trustee determines that the Trust Estate Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Credit Enhancer and the Holders of 66 2/3% a majority of the aggregate Outstanding Amount of the NotesNotes of both Classes. In determining such the sufficiency or insufficiency with respect to clauses under clause (B) and (C), the Indenture Trustee may, but need not, obtain and rely upon on an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such the proposed action and as to the sufficiency of the Trust Estate Collateral for such the purpose. The Indenture Trustee If a Credit Enhancer Default exists at the time any consent is required or direction may be given under this Section 5.05(a), the consent or direction shall incur no liability as a result be by Holders representing at least 662/3% of the sale Outstanding Amount of both Classes instead of by the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannerCredit Enhancer. (b) If the Indenture Trustee collects any money or property pursuant with respect to a Loan Group under this Article VArticle, it shall pay out such the money or property in the following order:order with respect to the Loan Group: FIRST: to the Indenture Trustee for the fee of the Indenture Trustee (separately agreed to between the Master Servicer and the Indenture Trustee) then due and any expenses incurred by it in connection with the enforcement of the remedies under this Article and to the Owner Trustee for the fee of the Owner Trustee (separately agreed to between the Master Servicer and the Owner Trustee) then due and any expenses due to the Owner Trustee under any of the Transaction Documents, each with respect to the relevant Loan Group; SECOND: any premium owing to the Credit Enhancer, with respect to the relevant Loan Group; THIRD: to the related Noteholders for interest due on the related Notes, pro rata according to the amounts due on those Notes for interest;

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(i) or (ii), unless: unless (A) all the Noteholders Holders of 100% of the Outstanding Amount of the Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66 66-2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, and the Indenture Trustee or the holders of at least a majority of the Note Balance of the Controlling Securities, have declared the principal of the notes, together with accrued and unpaid interest thereon through the date of acceleration, to be immediately due and payable, the Indenture Trustee may or at the direction of the Holders of at least a majority of the Controlling Securities shall do one or more of the following (subject to Section Sections 5.2 and 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 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;Noteholders; and (iv) subject to Section 5.17, after an acceleration of the maturity of the Notes pursuant to Section 5.2, 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii), unless: unless (A) all Noteholders holding 100% of the Noteholders Outstanding Note 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 upon such all Outstanding Notes for principal and interest or (C) there has been an Event of Default described in Section 5.1(a) or (b) and the Indenture Trustee determines (but shall have no obligation to make such determination) that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, payable and the Indenture Trustee obtains the consent of Holders of 66 Noteholders holding not less than 66-2/3% of the Outstanding Amount Note Amount, voting together as a single class; provided, further, that the Indenture Trustee may not sell the Trust Estate unless it shall first have been provided with an Opinion of Counsel (at the expense of the NotesIssuing Entity) that such sale will not cause the Titling Trust or an interest therein or portion thereof or the Issuing Entity to be classified as an association (or a publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C)) of the preceding sentence, the Indenture Trustee may, may but need not, not obtain (at the expense of the Issuing Entity) 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If In the event that Notes are declared to be due and payable following the occurrence of an Event of Default, unless such Event of Default has been waived or rescinded, Available Funds, after the deduction of Servicing Fees and unpaid Servicing Fees, paid to or retained by the Servicer, will be distributed in the following order or priority: (i) pro rata (a) to the Indenture Trustee, all amounts unpaid and owed the Indenture Trustee collects under this Indenture and (b) to the Owner Trustee, all amounts unpaid and owed to the Owner Trustee under the Trust Agreement; (ii) to the Administrator, the Administration Fee; (iii) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement not previously paid by the Servicer; (iv) to the Holders of the Class A Notes, pro rata, the Class A Noteholders’ Interest Distributable Amount; (v) to the Holders of the Class A-1 Notes, the Outstanding Amount of such Class, and then to the Holders of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata, the Outstanding Amount of each such Class of the Notes; (vi) to the Holders of the Class B Notes, the Class B Noteholders’ Interest Distributable Amount; (vii) to the Holders of the Class B Notes, the Outstanding Amount of the Class B Notes; and (viii) to the Certificateholders, any money or property remaining amounts. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i) through (vii) above, in accordance with the instructions of the Servicer based on information contained in the related Servicer Certificate, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full. (c) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Article VSection. At least 15 days before such record date, it the Issuing Entity shall pay out such money or property in mail to each Noteholder and the following order:Indenture Trustee 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 to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 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 Issuing Entity 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 Swap Counterparties; and (iv) sell the Indenture 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; . provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, other than an unless: (A) the Event of Default is of the type described in Section 5.1(i) or (ii), unless: ; or (AB) all with respect to any Event of Default described in Section 5.1(iv) and (v): (1) the Noteholders of Notes evidencing 100% of the Note Balance of the Controlling Note Class consent thereto, ; or (B2) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge pay in full the principal of and the accrued interest on the Outstanding Notes and all amounts then payments due and unpaid upon such Notes for principal and interest or payable (Cincluding any Swap Termination Payments) pursuant to the Interest Rate Swap Agreements; or (3) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:Trustee

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing and result in the acceleration of the Notes, the Indenture Trustee shall make payments on the Notes and to the Owner Trustee as set forth in Section 5.06(d) of the Sale and Servicing Agreement, rather than pursuant to Section 5.06(c) thereof. (b) If the Indenture Trustee, in compliance with Section 5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee. (c) In accordance with Section 5.04(b), if an Event of Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the Notes;Noteholders; and (iv4) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(a) or (iib), unless: unless (A) the Holders of 100% of the Outstanding Amount of the Notes, voting as a single class, consent thereto (but excluding for purposes of such vote all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates, unless at such time all of the Noteholders consent theretoNotes are held or beneficially owned by NMAC, NARC II and their Affiliates), or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such the Notes for principal and interest interest, or (C) the Indenture Trustee determines that the Trust Estate will may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of a 66 2/3% of the Outstanding Amount of the Notes, voting as a single class (but excluding for purposes of such vote all Notes held or beneficially owned by the Issuer, NMAC, NARC II or any of their Affiliates, unless at such time all of the Notes are held or beneficially owned by the Issuer, NMAC, NARC II and their Affiliates). In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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. . (d) The Indenture Trustee shall incur no liability as may fix a result of the sale of the Trust Estate or record date and payment date for any part thereof at any sale payment to Noteholders pursuant to this Section 5.4 conducted in a commercially reasonable mannerSection. Each of At least 15 days before such record date, the Issuing Entity Issuer shall mail to each Noteholder and Holders hereby waives any claims against the Indenture Trustee arising by reason of a notice that states the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtainedrelated record date, even if the Indenture Trustee accepts the first offer received payment date and does not offer the Trust Estate amount to more than one offeree, so long as such sale is conducted in a commercially reasonable mannerbe paid. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Bond Trustee may do one or more of the following (subject to Section 5.55.05): (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 Bonds or under this Bond Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Bond Issuer and any other obligor upon such Notes monies Bonds moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Bond 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 Bond Trustee and the Holders of the Notes;Bonds; and (iv) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Bond Trustee may not sell or otherwise liquidate any portion of the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(a) or (ii), unless: b) unless (A) all the Noteholders Holders of 100 percent of the Outstanding Amount of the Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders Bondholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes Bonds 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(e) or (C) the Indenture Bond Trustee determines that the Trust Estate Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Bonds as they would have become due if the Notes Bonds had not been declared due and payable, and the Indenture Bond Trustee obtains the consent of Holders of at least 66 2/3% 2/3 percent of the Outstanding Amount of the NotesBonds. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), the Indenture Bond 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Bond Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(e).

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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;; and (iv) 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; and (v) make demand upon the Servicer, by written notice, provided that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than Default unless: (A) the Event of Default is of the type described in Section 5.01(i) or (ii); or (B) with respect to an Event of Default described in Section 5.1(i5.01 (iii); (i) or the Noteholders of all Outstanding Notes consent thereto; or (ii), unless: (A) all the Noteholders consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge pay in full all amounts then due the principal of and unpaid upon such Notes for principal and accrued interest or on the Outstanding Notes. (C) with respect to any Event of Default described in Section 5.01 (iv) and (v): (i) the Indenture Trustee determines that Noteholders of Notes evidencing 100% of the Trust Estate will not continue principal amount of the Controlling Class of Notes consent thereto; or (ii) the proceeds of such sale or liquidation are sufficient to provide sufficient funds for pay in full the payment of principal of and the accrued interest on the Notes as they would have become due if the Notes had not been declared due and payable, and Outstanding Notes; or (iii) 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 clauses (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:Trustee

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may may, or at the direction of Noteholders of Notes evidencing not less than a majority of the principal amount of the Controlling Class shall, do one or more of the following (subject to Section 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 Issuing Entity 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) sell the Indenture 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Indenture Trust Estate following an Event unless: (A) the holders of DefaultNotes evidencing 100% of the principal amount of the Notes (excluding Notes held by the Seller, other than an 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 type described in Section 5.1(i) or (ii), unless: (A) all the Noteholders consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee Trustee- (1) determines (but shall have no obligation to make such determination) that the Indenture Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and ; and (2) the Indenture Trustee obtains the consent of Holders holders of Notes evidencing not less than 66 2/3% of the Outstanding Amount principal amount of the Controlling Class; or (D) with respect to an Event of Default described in Section 5.1(iii): (1) the holders of all Outstanding Notes 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. In determining such sufficiency or insufficiency with respect to clauses (BC)(1) and (C)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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (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 such 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; (C) third, to the holders of the Class B Notes, first, interest due and payable on the Class B Notes (including interest at the Class B Rate on any overdue interest, to the extent lawful) and second, in reduction of principal until the principal amount of the Class B Notes is paid in full; and (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 Class A Noteholders, the First Priority Principal Payment, if any, to be distributed in the same manner as described under Section 8.2(d) of this Indenture; (C) to the holders of the Class B Notes, accrued and unpaid interest on the Class B Notes (together with interest on overdue interest at the Class B Rate, 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 holders of the Class B Notes in reduction of principal until the principal amount of the Class B Notes has been paid in full; and (v) fifth, to the Certificate Distribution Account, 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 the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault (other than an Event of Default under clause (vii) of Section 5.01) shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 System Restoration 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 Issuing Entity and Issuer or any other obligor moneys adjudged due upon such Notes monies adjudged dueSystem Restoration Bonds; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateSystem Restoration Bond Collateral; (iii) exercise any remedies of a secured party under the UCC UCC, the Financing 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 NotesSystem Restoration Bonds; (iv) at the written direction of the Holders of a majority of the Outstanding Amount of the System Restoration Bonds, sell the Trust Estate, System Restoration Bond Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law, or elect that the Issuer maintain possession of all or a portion of the System Restoration Bond Collateral pursuant to Section 5.05 and continue to apply the SRC Collections as if there had been no declaration of acceleration; and (v) make demand upon exercise all rights, remedies, powers, privileges and claims of the ServicerIssuer against the Seller, by written noticethe Administrator, that ETI or the Servicer deliver under or in connection with, and pursuant to the Indenture Trustee all Receivable Filesterms of, the Sale Agreement, the Administration Agreement or the Servicing Agreement; provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Trust Estate System Restoration Bond Collateral following such an Event of Default, other than an Event of Default described in Section 5.1(i) 5.01(i), or (ii), unless: with respect to the System Restoration Bonds unless (A) all the Noteholders Holders of 100 percent of the Outstanding Amount of the System Restoration Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon such Notes the System Restoration Bonds for principal 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(e) or (C) the Indenture Trustee determines that the Trust Estate System Restoration Bond Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes System Restoration Bonds as they would have become due if the Notes System Restoration Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the NotesSystem Restoration Bonds. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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 System Restoration Bond Collateral for such purpose. The . (b) If an Event of Default under clause (vii) of Section 5.01 shall have occurred and be continuing, the Indenture Trustee, for the benefit of the Secured Parties, shall be entitled and empowered to the extent permitted by applicable law, to institute or participate in Proceedings necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee shall incur no liability 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 sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against only remedy that the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even exercise if the Indenture Trustee accepts the first offer received only Event of Default that has occurred and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannercontinuing is an Event of Default under Section 5.01(vii). (bc) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(e).

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault (other than an Event of Default under Section 5.01(g)) shall have occurred and be continuing with respect to a Series, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Nuclear Asset-Recovery Bonds of such Series 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 Issuing Entity and Issuer or any other obligor upon such Notes monies moneys adjudged due, upon the Nuclear Asset-Recovery Bonds; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateSeries Collateral; (iii) exercise any remedies of a secured party under the UCC UCC, the Nuclear Asset-Recovery Law or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the NotesNuclear Asset-Recovery Bonds of such Series; (iv) at the written direction of the Holders of a majority of the Outstanding Amount of the Nuclear Asset-Recovery Bonds of such Series, either sell the Trust Estate, Series Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law, or elect that the Issuer maintain possession of all or a portion of the Series Collateral pursuant to Section 5.05 and continue to apply the Nuclear Asset-Recovery Charge Collection as if there had been no declaration of acceleration; and (v) make demand upon exercise all rights, remedies, powers, privileges and claims of the ServicerIssuer against the Seller, by written notice, that the Administrator or the Servicer deliver under or in connection with, and pursuant to the Indenture Trustee all Receivable Filesterms of, the Sale Agreement, the Administration Agreement or the Servicing Agreement; provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Trust Estate Series Collateral following such an Event of Default, other than an Event of Default described in Section 5.1(i5.01(a) or (iiSection 5.01(b), unless: with respect to a Series unless (A) all the Noteholders Holders of 100 percent of the Outstanding Amount of the Nuclear Asset-Recovery Bonds of such Series consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon the Nuclear Asset-Recovery Bonds of such Notes Series for principal 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(e) or (C) the Indenture Trustee determines that the Trust Estate Series Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Nuclear Asset-Recovery Bonds of such Series as they would have become due if the Notes Nuclear Asset-Recovery Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of Holders of 66 2/3% at least two-thirds of the Outstanding Amount of the NotesNuclear Asset-Recovery Bonds of such Series. In determining such sufficiency or insufficiency with respect to clauses clause (B) above and clause (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 Series Collateral for such purpose. The , at 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 Secured Parties of the related Series, shall be entitled and empowered, to the extent permitted by applicable law, to institute or participate in Proceedings necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee shall incur no liability 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 sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against only remedy that the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even exercise if the Indenture Trustee accepts the first offer received only Event of Default that has occurred and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannercontinuing is an Event of Default under Section 5.01(g). (bc) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(e).

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault (other than an Event of Default under clause (vii) of Section 5.01) shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Transition 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 Issuing Entity and Issuer or any other obligor moneys adjudged due upon such Notes monies adjudged duethe Transition Bonds; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateTransition Bond Collateral; (iii) exercise any remedies of a secured party under the UCC UCC, the Securitization Law or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the NotesTransition Bonds; (iv) at the written direction of the Holders of a majority of the Outstanding Amount of the Transition Bonds, sell the Trust Estate, Transition Bond Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and (v) make demand upon exercise all rights, remedies, powers, privileges and claims of the ServicerIssuer against the Seller, by written noticethe Administrator, that TCC or the Servicer deliver under or in connection with, and pursuant to the Indenture Trustee all Receivable Filesterms of, the Sale Agreement, the Administration Agreement, the Intercreditor Agreement or the Servicing Agreement; provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Trust Estate Transition Bond Collateral following such an Event of Default, other than an Event of Default described in Section 5.1(i) 5.01(i), or (ii), unless: unless (A) all the Noteholders Holders of 100 percent of the Outstanding Amount of the Transition Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon such Notes the Transition Bonds for principal 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(e) or (C) the Indenture Trustee determines that the Trust Estate Transition Bond Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Transition Bonds as they would have become due if the Notes Transition Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the NotesTransition Bonds. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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 Transition Bond Collateral for such purpose. The . (b) If an Event of Default under clause (vii) of Section 5.01 shall have occurred and be continuing, the Indenture Trustee, for the benefit of the Secured Parties, shall be entitled and empowered to the extent permitted by applicable law, to institute or participate in Proceedings necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee shall incur no liability 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 sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against only remedy that the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even exercise if the Indenture Trustee accepts the first offer received only Event of Default that has occurred and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannercontinuing is an Event of Default under Section 5.01(vii). (bc) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(e).

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, and the Notes have been declared to be due and payable accelerated under Section 5.2 following an Event of Default5.03, the Indenture Trustee may shall, upon the written direction of the Required Noteholders (subject to Section 5.06), do one or more of the following (subject to Section 5.5):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 of acceleration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer, the Trust Estate or Receivables Trust Estate and from any other obligor upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure sell, on a servicing released basis, Receivables, as shall constitute a part of this Indenture with respect to the Trust Estate; 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) sell the Trust Estate, or any portion thereof or rights or interest therein) or Receivables Trust Estate, at one or more public or private sales called and conducted in any manner permitted by law; (iii) direct the Issuer to exercise rights, remedies, powers, privileges or claims under the Servicing Agreement, the First Receivables Purchase Agreement, and the Second Receivables Purchase Agreement pursuant to Section 5.18 hereof; and (viv) make demand upon take any other appropriate action to protect and enforce the Servicer, by written notice, that the Servicer deliver to rights and remedies of the Indenture Trustee all Receivable Filesor the Noteholders hereunder; provided, however, that the Indenture Trustee may not exercise the remedy in subparagraph (ii) above or otherwise sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described (including the Receivables Trust Estate) substantially as a whole (in Section 5.1(i) one or (iimore sales), unless: or institute Proceedings in furtherance thereof, unless (A) all the Noteholders consent theretoHolders of 100% of the aggregate unpaid principal amount of the Outstanding Notes direct such remedy, (B) the Indenture Trustee determines that the anticipated proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such the Notes for principal and interest (after giving effect to the payment of any amounts that are senior in priority to such principal and interest) or (C) the Indenture Trustee determines (based on the information provided to it by the Servicer) that the Trust Estate will may not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains is directed to take such remedy by the consent of Holders of not less than 66 2/3% of the Outstanding Amount aggregate unpaid principal amount of the Outstanding Notes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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. The cost of such opinion shall be reimbursed to the Indenture Trustee from amounts held in the Collection Account in accordance with Section 8.06. The remedies provided in this Section 5.05(a) are the exclusive remedies provided to the Noteholders with respect to the Trust Estate (including the Receivables Trust Estate) and each of the Noteholders (by their acceptance of their respective interests in the Notes) and the Indenture Trustee, on behalf of the Noteholders, hereby expressly waive any other remedy that might have been available under the applicable UCC; provided, that the foregoing waiver shall incur no liability not be construed as a result waiver by the Indenture Trustee of any personal or individual rights it may have against the sale of Issuer or with respect to the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Receivables Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannerEstate. (b) If the Indenture Trustee collects any money or property pursuant to this Article VV following the acceleration of the maturities of the Notes pursuant to Section 5.03 (so long as such declaration shall not have been rescinded or annulled), it shall pay out such the money or property in accordance with Section 8.06 hereof or, in the following order:case of an acceleration as a result of an Event of Default described in clause (a) of Section 5.02, as may otherwise be directed by a court of competent jurisdiction. (c) Following the sale of the Receivables Trust Estate and the application of the proceeds of such sale and other amounts from sale of the Trust Estate or amounts, if any, then held in the Note Accounts in accordance with Section 8.06 hereof, any and all amounts remaining due on the Notes and all other Obligations shall be extinguished and shall not revive, the Notes shall be deemed cancelled, and the Notes shall no longer be Outstanding. (d) The Indenture Trustee may fix a record date and Payment Date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such record date, the Indenture Trustee shall transmit or make available to each Noteholder and the Issuer a notice that states the record date, the Payment Date and the amount to be paid.

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault (other than an Event of Default under Section 5.01(g)) shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes Securitized Utility Tariff Bonds or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, and, subject to the limitations on recovery set forth herein, enforce any judgment obtained, and collect from the Issuing Entity and Issuer or any other obligor upon such Notes monies moneys adjudged due, upon the Securitized Utility Tariff 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) at the written direction of the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds, either sell all or a portion of the Trust Estate, or any portion thereof Estate 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 at the written direction of the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds then Outstanding and declared to have been due and payable, continue to apply the Securitized Utility Tariff Charges and apply distributions on the Trust Estate as if there had been no declaration of acceleration; and (v) make demand upon exercise all rights, remedies, powers, privileges and claims of the ServicerIssuer against the Seller, by written notice, that the Administrator or the Servicer deliver under or in connection with, and pursuant to the Indenture Trustee all Receivable Filesterms of, the Sale Agreement, the Administration Agreement or the Servicing Agreement; provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Trust Estate following such an Event of Default, other than an Event of Default described in Section 5.1(i5.01(a) or (iiSection 5.01(b), unless: unless (A) all the Noteholders Holders of 100 percent of the Outstanding Amount of the Securitized Utility Tariff Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon such Notes the Securitized Utility Tariff Bonds for principal 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(e) or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Securitized Utility Tariff Bonds as they would have become due if the Notes Securitized Utility Tariff Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of Holders of 66 at least two-thirds (2/3% ) of the Outstanding Amount of the NotesSecuritized Utility Tariff Bonds. In determining such sufficiency or insufficiency with respect to clauses clause (B) above and clause (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. The , at 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 Kansas Commission Pledge, as the case may be, and to collect any monetary damages incurred by the Holders or the Indenture Trustee shall incur no liability 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 sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against only remedy that the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even exercise if the Indenture Trustee accepts the first offer received only Event of Default that has occurred and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannercontinuing is an Event of Default under Section 5.01(g). (bc) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(e) without regard to the Indenture Trustee Cap.

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing with respect to any Series, and the Notes of such Series have been accelerated pursuant to Section 5.03, Indenture Trustee may do one or more of the following (subject to Section 5.5Sections 5.06 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 the Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity 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) sell cause the Trust Estateto sell Principal Receivables in an amount equal to the Collateral Amount of the accelerated Series, together with the related Finance Charge Receivables, or any portion thereof or rights or interest interests therein, at one or more public or private sales called and conducted in any manner permitted by law; andaccordance with Section 5.16; (v1) make demand upon the Servicer, by written notice, that Holders of Notes representing 100% of the Servicer deliver to Outstanding Amount of the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described affected Series consent in Section 5.1(i) or (ii), unless: (A) all the Noteholders consent writing thereto, (B2) the Indenture Trustee determines that any proceeds of such sale or liquidation exercise distributable to the Noteholders are of the affected Series will be sufficient to discharge in full all amounts then due and unpaid upon such the Notes for principal and interest and obtains the consent to exercise this remedy from Holders of Notes representing more than 50% of the Outstanding Amount of such Series or (C3) the Indenture Trustee determines that the Trust Estate will Collateral may not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Holders of 66 Notes representing at least 66-2/3% of the Outstanding Amount of each Class of such Series and (B) Indenture Trustee has been provided with an Opinion of Counsel to the Noteseffect that the exercise of such remedy complies with applicable federal and state securities laws. In determining such sufficiency or insufficiency with respect to clauses (BA)(2) and (CA)(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. The Indenture Trustee shall incur no liability as a result remedies provided in this Section 5.05(a) are the exclusive remedies provided to the Noteholders with respect to the Collateral and each of the sale Noteholders (by their acceptance of their respective interests in the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders Notes) hereby expressly waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price other remedy that might have been obtained, even if available under the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannerapplicable 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 5.03 (so long as such a declaration shall not have been rescinded or annulled), it shall pay out such the money or property in the following order:: FIRST: to Indenture Trustee for amounts due pursuant to Section 6.07; and SECOND: unless otherwise specified in the related Indenture Supplement, to Servicer for distribution in accordance with Article IV of the related Indenture Supplement with such amounts being deemed to be Principal Collections and Finance Charge Collections in the same proportion as (x) the outstanding principal balance of the Notes bears to (y) the sum of the accrued and unpaid interest on the Notes and other fees and expenses payable in connection therewith under the applicable Indenture Supplement, including the amounts payable under any Enhancements with respect to such Series. (c) Indenture Trustee may, upon notification to Issuer, fix a record date and payment date for any payment to Noteholders of the affected Series pursuant to this Section 5.05. At least fifteen (15) days before such record date, Indenture Trustee shall mail or send by facsimile, at the expense of Servicer, to each such Noteholder a notice that states the record date, the payment date and the amount to be paid. (d) In addition to the application of money or property referred to in Section 5.05(b) for an accelerated Series, amounts then held in the Collection Account, Excess Funding Account or any Series Accounts for such Series and any amounts available under the Enhancement for such Series shall be used to make payments to the Holders of the Notes of such Series and the Enhancement Provider for such Series in accordance with the terms of the Indenture, the related Indenture Supplement and the Enhancement for such Series. Following the sale of any Principal Receivables and related Finance Charge Receivables pursuant to Section 5.05(a)(iii) (or interests therein) for a Series and the application of the proceeds of such sale to such Series and the application of the amounts then held in the Collection Account, the Excess Funding Account and any Series Accounts for such Series as are allocated to such Series and any amounts available under the Enhancement for such Series, such Series shall no longer be entitled to any allocation of Collections or other property constituting the Collateral under the Indenture.

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault (other than an Event of Default under clause (vii) of Section 5.01) shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 System Restoration 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 Issuing Entity and Issuer or any other obligor moneys adjudged due upon such Notes monies adjudged duethe System Restoration Bonds; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateSystem Restoration Bond Collateral; (iii) exercise any remedies of a secured party under the UCC UCC, the Securitization Law or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the NotesSystem Restoration Bonds; (iv) at the written direction of the Holders of a majority of the Outstanding Amount of the System Restoration Bonds, sell the Trust Estate, System Restoration Bond Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law, or elect that the Issuer maintain possession of all or a portion of the System Restoration Bond Collateral pursuant to Section 5.05 and continue to apply the System Restoration Bond Charge Collection as if there had been no declaration of acceleration; and (v) make demand upon exercise all rights, remedies, powers, privileges and claims of the ServicerIssuer against the Seller, by written noticethe Administrator, that AEP Texas or the Servicer deliver under or in connection with, and pursuant to the Indenture Trustee all Receivable Filesterms of, the Sale Agreement, the Administration Agreement, the Intercreditor Agreement or the Servicing Agreement; provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Trust Estate System Restoration Bond Collateral following such an Event of Default, other than an Event of Default described in Section 5.1(i) 5.01(i), or (ii), unless: unless (A) all the Noteholders Holders of 100 percent of the Outstanding Amount of the System Restoration Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon such Notes the System Restoration Bonds for principal 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(e) or (C) the Indenture Trustee determines that the Trust Estate System Restoration Bond Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes System Restoration Bonds as they would have become due if the Notes System Restoration Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the NotesSystem Restoration Bonds. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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 System Restoration Bond Collateral for such purpose. The . (b) If an Event of Default under clause (vii) of Section 5.01 shall have occurred and be continuing, the Indenture Trustee, for the benefit of the Secured Parties, shall be entitled and empowered to the extent permitted by applicable law, to institute or participate in Proceedings necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee shall incur no liability 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 sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against only remedy that the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even exercise if the Indenture Trustee accepts the first offer received only Event of Default that has occurred and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannercontinuing is an Event of Default under Section 5.01(vii). (bc) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(e).

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may and at the written direction of the outstanding Controlling Class of the Notes shall, do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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;; and (iv) 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; and (v) make demand upon the Servicer, by written notice, provided that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than Default unless: (A) the Event of Default is of the type described in Section 5.01(i) or (ii); or (B) with respect to an Event of Default described in Section 5.1(i5.01(iii): (i) or the Noteholders of all Outstanding Notes and the Certificateholders of all outstanding Certificates consent thereto; or (ii), unless: (A) all the Noteholders consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge pay in full all amounts then due the principal of and unpaid upon such accrued interest on the Outstanding Notes for principal and interest or outstanding Certificates. (C) with respect to any Event of Default described in Section 5.01 (iv) and (v): (i) the Indenture Trustee determines that Noteholders of Notes evidencing 100% of the Trust Estate will not continue principal amount of the Controlling Class consent thereto; or (ii) the proceeds of such sale or liquidation are sufficient to provide sufficient funds for pay in full the payment of principal of and the accrued interest on the Notes as they would have become due if the Notes had not been declared due and payable, and Outstanding Notes; or (iii) 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 clauses (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:Trustee

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault 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 5.55.05): (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 Issuing Entity 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) exercise its rights as Holder of the Grantor Trust Certificate pursuant to Section 7.02 of the Grantor Trust Agreement (provided, that the Indenture Trustee shall not exercise its rights under such Section 7.02 unless and until an Event of Default has occurred and is continuing); (v) refrain from selling the Trust Estate 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii), unless: unless (A) all the Noteholders Indenture Trustee obtains the consent theretoof the Holders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation Sale distributable to the Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon such the Notes for principal and interest or (C) the Indenture Trustee determines that the Grantor Trust Estate Certificate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Holders of 66 2/3% of the Outstanding Amount aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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. The Indenture Trustee shall incur no liability Notwithstanding the foregoing, so long as a result of the sale Servicing Default has not occurred, any Sale of the Trust Estate or any part thereof at any sale pursuant shall be made subject to this Section 5.4 conducted in a commercially reasonable manner. Each the continued servicing of the Issuing Entity and Holders hereby waives any claims against Home Loans by the Indenture Trustee arising by reason of Master Servicer as provided in the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannerServicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall --------------------- have occurred and be continuing with respect to a Series, the Indenture Note Trustee may do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Note Trustee may not sell or otherwise liquidate any -------- ------- portion of the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(i), (ii) or (iiiii), unless: with respect to any Series unless (A) the Holders of 100 percent of the Outstanding Amount of the Notes of all the Noteholders Series consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders of all Series are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal principal, premium, if any, and interest in accordance with Section 8.02(d) or (C) the Indenture Note Trustee determines that the Trust Estate Collateral will not continue to provide sufficient funds for 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 Indenture Note Trustee obtains the consent of Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the NotesNotes of all Series. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault (other than an Event of Default under Section 5.01(g)) shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes Securitization Bonds or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, and, subject to the limitations on recovery set forth herein, enforce any judgment obtained, and collect from the Issuing Entity and Issuer or any other obligor upon such Notes monies moneys adjudged due, upon the Securitization Bonds; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust 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) at the written direction of the Holders of not less than a majority of the Outstanding Amount of the Securitization Bonds, either sell all or a portion of the Trust Estate, or any portion thereof Estate 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 at the written direction of the Holders of not less than a majority of the Outstanding Amount of the Securitization Bonds then Outstanding and declared to have been due and payable, continue to apply the Securitization Charges and apply distributions on the Trust Estate as if there had been no declaration of acceleration; and (v) make demand upon exercise all rights, remedies, powers, privileges and claims of the ServicerIssuer against the Seller, by written notice, that the Administrator or the Servicer deliver under or in connection with, and pursuant to the Indenture Trustee all Receivable Filesterms of, the Sale Agreement, the Administration Agreement or the Servicing Agreement; provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Trust Estate following such an Event of Default, other than an Event of Default described in Section 5.1(i5.01(a) or (iiSection 5.01(b), unless: unless (A) all the Noteholders Holders of 100 percent of the Outstanding Amount of the Securitization Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon such Notes the Securitization Bonds for principal 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(e) or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Securitization Bonds as they would have become due if the Notes Securitization Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of Holders of 66 at least two-thirds (2/3% ) of the Outstanding Amount of the NotesSecuritization Bonds. In determining such sufficiency or insufficiency with respect to clauses clause (B) above and clause (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. The , at 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 Indiana Commission Pledge, as the case may be, and to collect any monetary damages incurred by the Holders or the Indenture Trustee shall incur no liability 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 sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against only remedy that the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even exercise if the Indenture Trustee accepts the first offer received only Event of Default that has occurred and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannercontinuing is an Event of Default under Section 5.01(g). (bc) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(e) without regard to the Indenture Trustee Cap.

Remedies; Priorities. (a) If the Notes have been declared to be immediately due and payable under Section 5.2 following an Event of Default, the Indenture Trustee may do may, or at the written direction of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall, [upon prior notice to the Swap Counterparty,] take one or more of the following actions as so directed (subject to Section 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 Issuing Entity 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;Noteholders; and (iv) sell the Trust Estate, 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate at the direction of the Holders following an Event of Default, other than an Event of Default described in Section 5.1(i5.1 (i) or (ii), unless: unless [(AX)](A) all the Noteholders Holders of 100% of the Note Balance consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are will be sufficient to discharge pay in full the Note Balance and all amounts then due and accrued but unpaid upon such interest on the Outstanding Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared 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 Outstanding Amount Note Balance of the NotesControlling Class [and (Y)(A) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of all amounts (including any termination payments) owed to the Swap Counterparty under the Swap Agreement or (B) the Swap Counterparty shall have otherwise consented to the sale or liquidation of the Trust Estate]. In determining such sufficiency or insufficiency with respect to clauses [(BX)](B) and [(C)X)](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. The . (b) Notwithstanding the provisions of Section 2.8 or Section 8.2, if the Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate collects any money or any part thereof at any sale property pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of and the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may Notes have been sold at such sale was less than the price that might have been obtainedaccelerated, even it (or, if the Indenture Trustee accepts is not the first offer received Paying Agent, the Paying Agent) shall pay out such money or property (and does other amounts, including all amounts held on deposit in the Reserve Account, [except that amounts withdrawn from the Reserve Account will not offer be distributed to the Certificateholders, used to reimburse Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)] in the following order of priority: (i) first, to the Servicer, the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts specified in Section 3.8(b) of the Sale and Servicing Agreement for the preceding Collection Period; (ii) second, [on a pro rata basis, (A)] [to the Backup Servicer, the Total Backup Servicer Fee for the related Collection Period plus any amounts due in connection with indemnification of the Backup Servicer plus] if the [Backup Servicer][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 [Backup Servicer][Indenture Trustee] as Successor Servicer and not paid pursuant to Section [7.3] of the Sale and Servicing Agreement plus, if the [Backup Servicer][Indenture Trustee] 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; (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 Estate Agreement not previously paid by the Servicer; [and (C) to more than one offereethe Asset Representations Reviewer, so long all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer; (iii) [third, to the Swap Counterparty, the Monthly Net Swap Payment Amount for such Distribution Date;] (iv) fourth, on a pro rata basis, [(A)] to the Class A Noteholders, the Total Note Interest for each Class of the Class A Notes [and (B) to the Swap Counterparty, any Senior Swap Termination Payment Amount]; (v) fifth, 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 sale is conducted Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in a commercially reasonable mannerfull; (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; (vi) sixth, 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; (vii) seventh, if the [Backup Servicer][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; (viii) [eighth, to the Swap Counterparty, any Subordinate Swap Termination Payment Amount;] and (ix) ninth, to the Certificateholders, any remaining amounts. (bc) If 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 such 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 [and the Swap Counterparty] 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 to be due and payable under Section 5.2 following an Event of DefaultDefault occurs and is continuing, the Indenture Bond Trustee may do one or more of the following (subject to Section 5.55.05): (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 Transition Bonds or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such Notes monies Transition Bonds 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 Statute or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Bond Trustee and the Holders of the NotesTransition Bonds of such Series; (iv) 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; and (v) make demand upon exercise all rights, remedies, powers, privileges and claims of the Servicer, by written notice, that Issuer against the Seller or the Servicer deliver to under or in connection with the Indenture Trustee all Receivable FilesSale Agreement or the Servicing Agreement as provided in Section 3.20(b); provided, however, that the Indenture Bond Trustee may not sell or otherwise liquidate any portion of the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(i), (ii) or (iiiii), unless: with respect to any Series unless (A) the Holders of 100% of the Outstanding Amount of the Transition Bonds of all the Noteholders Series consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders Transition Bondholders of all Series are sufficient to discharge in full all amounts then due and unpaid upon such Notes Transition Bonds for principal principal, premium, if any, and interest or (C) the Indenture Bond Trustee determines that the Trust Estate Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Transition Bonds of all Series as they would have become due if the Notes Transition Bonds had not been declared due and payable, and the Indenture Bond Trustee obtains the consent of Holders of 66 66-2/3% of the Outstanding Amount of the NotesTransition Bonds of each Series. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), the Indenture Bond 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault 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 5.55.05): (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 Issuing Entity 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 NotesNoteholders; (iv) 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 (v) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; . provided, however, that the Indenture Trustee may not must sell or otherwise liquidate the Trust Estate following an Event of Default, other if (i) the Holders of the Notes representing not less than an Event a majority of Default described in Section 5.1(i) the Voting Rights 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 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 Indenture Trustee determines that the Trust Estate 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 Holders of 66 2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clauses clause (BA) and (CB), 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. The Indenture Trustee shall incur no liability Notwithstanding the foregoing, so long as a result of the sale Servicing Default has not occurred, any Sale of the Trust Estate or any part thereof at any sale pursuant shall be made subject to this Section 5.4 conducted in a commercially reasonable manner. Each the continued servicing of the Issuing Entity and Holders hereby waives any claims against Loans by the Indenture Trustee arising by reason of Servicer as provided in the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannerServicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:order relating to the Group 1 Loans: FIRST: to the Indenture Trustee for amounts due and unpaid under Section 6.07 and to the Owner Trustee for amounts due and unpaid under Article VII of the Trust Agreement;

Remedies; Priorities. (a) If an Event of Default shall have occurred and resulted in the acceleration of the Notes, the Indenture Trustee shall make payments as set forth in Section 5.04(b) of this Indenture, rather than pursuant to Section 5.06(a) of the Sale and Servicing Agreement. (b) Notwithstanding the provisions of Section 5.06(a) of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been declared accelerated, it shall make the following deposits and distributions on such Distribution Date, to be the extent of Available Amounts on deposit in the Collection Account for such Distribution Date, in the following order of priority: (1) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to this Indenture and payable the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days; (2) to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days; (3) to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods; (4) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class; (5) to the Class A-1 Noteholders, until the principal amount of the Class A-1 Notes is reduced to zero, and then to the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each such Class), until the principal amount for such Class of Notes is reduced to zero; and (6) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. (c) If the Indenture Trustee, as a result of the operation of Section 5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 5.2 following 6.08, cause the Servicer to appoint a successor Indenture Trustee. (d) In accordance with Section 5.03(c), if an Event of DefaultDefault shall have occurred and resulted in the acceleration of the Notes, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of Noteholders, including electing to maintain the Notes;Collateral and to continue to apply the proceeds from the Collateral in accordance with Section 5.04(b); and (iv4) sell the Trust Estate, Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(a) or (iib), unless: unless (A) all the Noteholders Holders of 100% of the Outstanding Amount of the Notes consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such the Notes for principal and interest at the date of such sale or liquidation, (C) the Indenture Trustee determines that the Owner Trust Estate will may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of at least 66 2/3% of the Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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 Owner Trust Estate for such purpose. . (e) The Indenture Trustee shall incur no liability as may fix a result of the sale of the Trust Estate or record date and payment date for any part thereof at any sale payment to Noteholders pursuant to this Section 5.4 conducted in a commercially reasonable mannerSection. Each of At least 15 days before such record date, the Issuing Entity Issuer shall mail to each Noteholder and Holders hereby waives any claims against the Indenture Trustee arising by reason of a notice that states the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtainedrelated record date, even if the Indenture Trustee accepts the first offer received payment date and does not offer the Trust Estate amount to more than one offeree, so long as such sale is conducted in a commercially reasonable mannerbe paid. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable accelerated under Section 5.2 following an Event 5.2(a) and the declaration of Defaultacceleration has not been rescinded in accordance with Section 5.2(b), the Indenture Trustee may do one or more of the following (subject to Section 5.5):5.7), and will at the direction of the Noteholders of a majority of the Note Balance of the Controlling Class: (i) institute Proceedings a Proceeding 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 otherwiseto the Notes, enforce any judgment obtained, obtained and collect from the Issuing Entity and any other obligor upon such Notes Issuer monies adjudged due; (ii) institute Proceedings from time to time a Proceeding for the complete or partial foreclosure of this Indenture with respect to on the Trust Estate2014-B Collateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the Notes;Noteholders; and (iv) sell the Trust Estate, or otherwise liquidate all or any portion thereof of the 2014-B Collateral or rights or interest therein, in the 2014-B Collateral at one or more public or private sales called and conducted in any manner permitted by law; and. The Indenture Trustee will notify each Noteholder and the Depositor of any sale or liquidation under Section 5.6(a)(iv) at least 15 days before the sale or liquidation. Any Noteholder, the Depositor or the Servicer may submit a bid for the sale or liquidation. (vb) make demand upon the ServicerNotwithstanding Section 5.6(a), by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell is prohibited from selling or otherwise liquidate liquidating the Trust Estate following an Event of Default, other than an 2014-B Collateral unless: (i) the Event of Default is described in Section 5.1(i5.1(a)(i) or (ii), unless: ; or (ii) the Event of Default is described in Section 5.1(a)(iii) and: (A) all the Noteholders representing 100% of the Note Balance of the Notes Outstanding consent thereto, to the sale or liquidation; or (B) the proceeds of such the sale or liquidation distributable are expected to the Noteholders are be sufficient to discharge pay in full all amounts then due owed by the Issuer to the 2014-B Secured Parties including all principal of and unpaid upon such accrued interest on the Notes for Outstanding; (iii) the Event of Default is described in Section 5.1(a)(iv) and: (A) the Noteholders representing 100% of the Note Balance of the Controlling Class consent to the sale or liquidation; or (B) the proceeds of the sale or liquidation are expected to be sufficient to pay in full all amounts owed by the Issuer to the 2014-B Secured Parties including all principal of and accrued interest or on the Notes Outstanding; or (C) the Indenture Trustee (1) determines (but will have no obligation to make the determination) that the Trust Estate 2014-B Collateral will not continue to provide sufficient funds for the payment of principal of and interest on all amounts owed to the Notes 2014-B Secured Parties, as they those payments would have become due if the Notes had not been declared due and payable, payable and the Indenture Trustee (2) obtains the consent of Holders Noteholders of 66 at least 66-2/3% of the Outstanding Amount Note Balance of the NotesControlling Class. In determining such sufficiency whether the condition specified in clause (ii)(B), (iii)(B) or insufficiency with respect to clauses (Biii)(C) and (C)1) above has been satisfied, the Indenture Trustee may, but need not, obtain and rely upon on an opinion of an a nationally-recognized Independent investment banking firm or accounting firm of national reputation as to certified public accountants on the feasibility of such proposed action and as to expected proceeds or on the sufficiency of the Trust Estate 2014-B Collateral for such that purpose. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate . (c) Any money or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against property collected by the Indenture Trustee arising by reason following the sale or other liquidation of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b2014-B Collateral under Section 5.6(a)(iv) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property will be deposited in the Collection Account for distribution in accordance with Section 8.2(d) on the Payment Date following order:the Collection Period during which those amounts are collected. In all other circumstances, Section 8.2(b) will continue to apply after an Event of Default.

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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;; and (iv) after an acceleration of the maturity of the Notes pursuant to Section 5.02, 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, provided that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than Default pursuant to clause (iv) above unless: (A) the Event of Default is of the type described in Section 5.01(i) or (ii); or (B) with respect to an Event of Default described in Section 5.1(i5.01(iii): (i) or the Noteholders of all Outstanding Notes consent thereto; or (ii), unless: (A) all the Noteholders consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge pay in full all amounts then due the principal of and unpaid upon such accrued interest on the Outstanding Notes for principal and interest at the date of sale; or (C) with respect to any Event of Default described in Section 5.01(iv) and (v): (i) the Noteholders of all Outstanding Notes consent thereto; or (ii) the proceeds of such sale or liquidation are sufficient to pay in full the principal of and the accrued interest on the Outstanding Notes; or (iii) the Indenture Trustee Trustee: (x) determines (but shall have no obligation to make such determination) that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and ; and (y) the Indenture Trustee obtains the consent of Holders Noteholders of Notes evidencing not less than 66 2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clauses clause (BB)(ii) and (CC)(ii) or (C)(iii)(x), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If (i) Notwithstanding the provisions of Section 8.02, following the occurrence and during the continuation of an Event of Default specified in Section 5.01 that has resulted in an acceleration of the Notes, if Indenture Trustee collects any money or property pursuant to this Article Vproperty, it shall pay out 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 Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, based on amounts due to each such party, for payment of any Trustee and Reviewer Fees and other amounts required to be paid to such party pursuant to the terms of the Indenture, the Trust Agreement or the Asset Representations Review Agreement, respectively (including, without limitation, expenses and indemnification amounts); SECOND: to the Servicer for due and unpaid Servicing Fees and unreimbursed Advances; THIRD: to the Noteholders for amounts due and unpaid on the Notes in respect of interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes in respect of interest; FOURTH: to Holders of the Class A-1 Notes for amounts due and unpaid on the Class A-1 Notes in respect of principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-1 Notes in respect of principal, until the Outstanding Amount of the Class A-1 Notes is reduced to zero; FIFTH: to Holders of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes for amounts due and unpaid on the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes in respect of principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes in respect of principal, until the Outstanding Amounts of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes are reduced to zero; and SIXTH: to the Certificate Distribution Account, for distribution to the Certificateholders. The Indenture Trustee may fix a Record Date and Payment Date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such Record Date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the Record Date, the Payment Date and the amount to be paid.

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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;; and (iv) 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; and 29 (v2021-B Indenture) make demand upon the Servicer, by written notice, provided that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than Default unless: (A) the Event of Default is of the type described in Section 5.01(a) or (b); or (B) with respect to an Event of Default described in Section 5.1(i5.01(c): (1) or (ii), unless: (A) all the Noteholders of all Outstanding Notes and the Certificateholders of all outstanding Certificates consent thereto, ; or (B2) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge pay in full all amounts then due the principal of and unpaid upon such accrued interest on the Outstanding Notes for principal and interest or outstanding Certificates. (C) with respect to any Event of Default described in Section 5.01(d) and (e): (1) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment Noteholders 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 2/3evidencing 100% of the Outstanding Amount of the Controlling Class consent thereto; or (2) the proceeds of such sale or liquidation are sufficient to pay in full the principal of and the accrued interest on the Outstanding Notes. In determining such sufficiency or insufficiency with respect to clauses ; or (B3) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:Trustee

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing with respect to any outstanding Series, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 that Series or under this Master Indenture with respect theretothereto or the related Indenture Supplement, whether by declaration or otherwise, enforce any judgment obtained, obtained and collect from the Issuing Entity 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 Master Indenture or the related Indenture Supplement with respect to the related 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 such Notes;; and (iv) sell the related 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the related Trust Estate following an Event of DefaultDefault in respect of a Series, other than an Event of Default described in Section 5.1(i5.01(i) or (ii), unless: unless (A) all the Noteholders Holders of 100% of the Outstanding Amount of the Notes of such Series consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders of such 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 related Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the such Notes as they would have become due if the such Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66 2/366% of the Outstanding Amount of the NotesNotes of such Series. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:order set forth in the applicable Indenture Supplement. The Indenture Trustee may fix a record date and payment date for any payment to the applicable 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 and the Notes have been declared to be due and payable accelerated under Section 5.2 following an Event of Default5.2(a), the Indenture Trustee may (but shall not be required to) do one or more of the following (subject to Section 5.5): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then due and payable on the Notes or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity 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;Noteholders; and (iv) 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; and (v) make demand upon law or elect to have the ServicerIssuer maintain possession of the Trust Estate, by written noticeincluding the Receivables included therein, that the Servicer deliver and continue to the Indenture Trustee all Receivable Filesapply Collections on such Receivables as if there had been no declaration of acceleration; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of DefaultDefault and acceleration of the Notes, other than an Event of Default described in Section 5.1(i) or (ii), unless: unless (A) the Holders of all of the Noteholders aggregate Outstanding Amount of the Notes and the Holders of Certificates representing all of the Voting Interests consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders Securityholders are sufficient to discharge in full all amounts then due the principal of and unpaid upon the accrued interest on the Notes and the Certificate Balance of and accrued interest on the Certificates, in each case as of the date of such Notes for principal and interest sale or liquidation or (C) (i) there has been an Event of Default under Section 5.1(a), (b) or (c) or otherwise arising from a failure to make a required payment of principal on any Notes, (ii) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as and when they would have become due if the Notes had not been declared due and payable, payable and (iii) the Indenture Trustee obtains the consent of Holders of 66 2/3% a majority of the aggregate Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.7; and SECOND: to the Collection Account for distribution pursuant to Section 4.5 of the Trust Sale and Servicing Agreement, with such amounts being deemed to be Available Trust Principal and Available Trust Interest in the same proportion as the outstanding principal balance of the Notes bears to the accrued and unpaid interest on the Notes (and, if any series of Notes has Specified Support Arrangements, the amount unpaid under such Specified Support Arrangement).

Remedies; Priorities. (a) If an Event of Default shall have occurred and resulted in the acceleration of the Notes, the Indenture Trustee shall make payments as set forth in Section 5.04(b) of this Indenture, rather than pursuant to Section 5.06(a) of the Sale and Servicing Agreement. (b) Notwithstanding the provisions of Section 5.06(a) of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been declared accelerated, it shall make the following deposits and distributions on such Distribution Date, to be the extent of Available Amounts on deposit in the Collection Account for such Distribution Date, in the following order of priority: (1) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to this Indenture and payable the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days; (2) to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days; (3) to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods; (4) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class; (5) to the Class A-1 Noteholders, until the principal amount of the Class A-1 Notes is reduced to zero, and then to the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each such Class), until the principal amount for such Class of Notes is reduced to zero; and (6) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. 25 (NAROT 2020-A Indenture) (c) If the Indenture Trustee, as a result of the operation of Section 5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 5.2 following 6.08, cause the Servicer to appoint a successor Indenture Trustee. (d) In accordance with Section 5.03(c), if an Event of DefaultDefault shall have occurred and resulted in the acceleration of the Notes, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of Noteholders, including electing to maintain the Notes;Collateral and to continue to apply the proceeds from the Collateral in accordance with Section 5.04(b); and (iv4) sell the Trust Estate, Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(a) or (iib), unless: unless (A) all the Noteholders Holders of 100% of the Outstanding Amount of the Notes consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such the Notes for principal and interest at the date of such sale or liquidation, (C) the Indenture Trustee determines that the Owner Trust Estate will may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of at least 66 2/3% of the Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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 Owner Trust Estate for such purpose. . (e) The Indenture Trustee shall incur no liability as may fix a result of the sale of the Trust Estate or record date and payment date for any part thereof at any sale payment to Noteholders pursuant to this Section 5.4 conducted in a commercially reasonable mannerSection. Each of At least 15 days before such record date, the Issuing Entity Issuer shall mail to each Noteholder and Holders hereby waives any claims against the Indenture Trustee arising by reason of a notice that states the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtainedrelated record date, even if the Indenture Trustee accepts the first offer received payment date and does not offer the Trust Estate amount to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. be paid. 26 (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:NAROT 2020-A Indenture)

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault has occurred and is continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.5):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 Issuing Entity 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 NotesNotes of the affected Series; (iviii) sell at its own election or at the direction of the Holders of at least a majority of the Outstanding Amount of the Notes of any accelerated Series (or Tranche in the case of a Shared Enhancement Series), institute foreclosure Proceedings from time to time with respect to the portion of the Trust Estate, or any portion thereof or rights or Assets which secures such Notes by causing the Issuer to sell such Trust Assets (together with their related interest therein, at one or more public or private sales called and conducted components) to a Permitted Assignee in any manner permitted by law; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver an amount equal to the Indenture Trustee all Receivable Files; providedAdjusted Invested Amount of the accelerated Series of Notes in accordance with Section 5.16, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii), unless: (A) all the Noteholders consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) but only if the Indenture Trustee determines that the Trust Estate proceeds of such sale will not continue be sufficient to provide sufficient funds for the payment of pay principal of and interest on such Notes in full; (iv) at the Notes as they would have become due if direction of the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66 at least 66-2/3% of the Outstanding Amount of each Class of the Notes of any accelerated Series (or Tranche in the case of a Shared Enhancement Series) or as otherwise required by the related Indenture Supplement, institute foreclosure Proceedings from time to time with respect to the portion of the Trust Assets (together with their related interest components) that secures the related Notes, regardless of the sufficiency of the proceeds thereof, by causing the Issuer to sell such Trust Assets (together with their related interest components) to a Permitted Assignee in an amount equal to the Adjusted Invested Amount of the accelerated Series of Notes or such other amount as is required by the related Indenture Supplement, in each case in accordance with Section 5.16 (each of the actions described in this clause (iv) and clause (iii) above, being a "Foreclosure Remedy"); and (v) with respect to any Interest in Other Floorplan Assets, at its own election or at the direction of the Holders of at least a majority of the Outstanding Amount of the Notes or any accelerated Series (or Tranche in the case of a Shared Enhancement Series), exercise any right to terminate such Interest in Other Floorplan Assets and to take title to the receivables and other assets underlying such Interest in Other Floorplan Assets. In determining such sufficiency or insufficiency with respect to clauses (Biii) and (C)iv) 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 Assets for such purpose. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If Any money or property collected by the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money V following the acceleration of the maturities of the Notes of the affected Series (or property the affected Tranche in the following order:case of a Shared Enhancement Series) pursuant to Section 5.03 (so long as such declaration has not been rescinded or annulled) will be treated as Collections and distributed, together with any amounts then held in the Collection Account, Excess Funding Account or any Series Accounts for such Series (or Tranche) and any amounts available under the Series Enhancement for such Series (or Tranche), as payments to the Holders of the Notes of such Series (or Tranche) and the Series Enhancer for such Series (or Tranche) in accordance with the terms of this Indenture, the related Indenture Supplement and the Series Enhancement for such Series (or Tranche). Following the sale of the Collateral (or portion thereof) for a Series (or a Tranche or a Note) and the application of the proceeds of such sale to such Series (or Tranche or Note) and the application of the amounts then held in the Collection Account, the Excess Funding Account and any Series Accounts for such Series (or Tranche or Note) as are allocated to such Series (or Tranche or Note) and any amounts available under the Series Enhancement for such Series (or Tranche or Note), such Series (or Tranche or Note) will no longer be entitled to any allocation of Collections or other property constituting the Collateral under this Indenture and the Notes of such Series (or Tranche or such Note) will no longer be Outstanding. (c) The Indenture Trustee may, upon notification to the Issuer, fix a record date and payment date for any payment to Noteholders of the affected Series pursuant to this Section. At least fifteen days before such record date, the Indenture Trustee will provide notice by mail, private overnight courier service or facsimile transmission to each such Noteholder, which notice will state the record date, the payment date and the amount to be paid.

Remedies; Priorities. (a) If an Event of Default shall have occurred and resulted in the acceleration of the Notes, the Indenture Trustee shall make payments as set forth in Section 5.04(b) of this Indenture, rather than pursuant to Section 5.06(a) of the Sale and Servicing Agreement. (b) Notwithstanding the provisions of Section 5.06(a) of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been declared accelerated, it shall make the following deposits and distributions on such Distribution Date, to be the extent of Available Amounts on deposit in the Collection Account for such Distribution Date, in the following order of priority: (1) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to this Indenture and payable the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days; (2) to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days; 24 (NAROT 0000-X Xxxxxxxxx) (3) to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods; (4) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class; (5) to the Class A-1 Noteholders, until the principal amount of the Class A-1 Notes is reduced to zero, and then to the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each such Class), until the principal amount for such Class of Notes is reduced to zero; and (6) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. (c) If the Indenture Trustee, as a result of the operation of Section 5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 5.2 following 6.08, cause the Servicer to appoint a successor Indenture Trustee. (d) In accordance with Section 5.03(c), if an Event of DefaultDefault shall have occurred and resulted in the acceleration of the Notes, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of Noteholders, including electing to maintain the Notes;Collateral and to continue to apply the proceeds from the Collateral in accordance with Section 5.04(b); and (iv4) sell the Trust Estate, Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(a) or (iib), unless: unless (A) all the Noteholders Holders of 100% of the Outstanding Amount of the Notes consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such the Notes for principal and interest at the date of such sale or liquidation, (C) the Indenture Trustee determines that the Owner Trust Estate will may not 25 (NAROT 2022-B Indenture) continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of at least 66 2/3% of the Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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 Owner Trust Estate for such purpose. . (e) The Indenture Trustee shall incur no liability as may fix a result of the sale of the Trust Estate or record date and payment date for any part thereof at any sale payment to Noteholders pursuant to this Section 5.4 conducted in a commercially reasonable mannerSection. Each of At least 15 days before such record date, the Issuing Entity Issuer shall mail to each Noteholder and Holders hereby waives any claims against the Indenture Trustee arising by reason of a notice that states the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtainedrelated record date, even if the Indenture Trustee accepts the first offer received payment date and does not offer the Trust Estate amount to more than one offeree, so long as such sale is conducted in a commercially reasonable mannerbe paid. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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;; and (iv) 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; and (v) make demand upon the Servicer, by written notice, provided that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than Default unless: (A) the Event of Default is of the type described in Section 5.01(a) or (b); or 29 (2018-B Indenture) (B) with respect to an Event of Default described in Section 5.1(i5.01(c): (1) or (ii), unless: (A) all the Noteholders of all Outstanding Notes and the Certificateholders of all outstanding Certificates consent thereto, ; or (B2) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge pay in full all amounts then due the principal of and unpaid upon such accrued interest on the Outstanding Notes for principal and interest or outstanding Certificates. (C) with respect to any Event of Default described in Section 5.01(d) and (e): (1) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment Noteholders 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 2/3evidencing 100% of the Outstanding Amount of the Controlling Class consent thereto; or (2) the proceeds of such sale or liquidation are sufficient to pay in full the principal of and the accrued interest on the Outstanding Notes. In determining such sufficiency or insufficiency with respect to clauses ; or (B3) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:Trustee

Remedies; Priorities. (a) If the Notes an Indenture Default shall have been declared to occurred and be due and payable under Section 5.2 following an Event of Defaultcontinuing, the Indenture Trustee may do one or more of the following (subject to Section 5.5Sections 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 Senior Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such Senior 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;Senior Noteholders; and (iv) subject to Section 5.17, after an acceleration of the maturity of the Senior Notes pursuant to Section 5.02, 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that unless directed to sell the Trust Estate in accordance with Section 9.02 of the Trust Agreement, the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Indenture Default, other than an Event of Indenture Default described in Section 5.1(i5.01 (a) or (iib), unless: unless (A) all Senior Noteholders holding 100% of the Noteholders Outstanding 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 upon such Notes for principal and interest all outstanding Securities (other than Transferor Trust Certificate) or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Senior Notes as they would have become due if the Senior Notes had not been declared due and payable, payable and the Indenture Trustee obtains the consent of Holders of 66 2/3% Senior Noteholders holding not less than 66?% of the Outstanding Amount Amount; and provided further, that the Indenture Trustee may not sell the Trust Estate, other than a sale resulting from the bankruptcy, insolvency or termination of the NotesTransferor pursuant to Section 9.02 of the Trust Agreement, unless it shall first have obtained an Opinion of Counsel that such sale will not cause the Origination 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 clauses (B) and (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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (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 such money or property held as Collateral (including available monies on deposit in the Reserve Fund) 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 Section 12.05(b) of the SUBI Trust Agreement, for the benefit of the Securityholders in the following order: (i) to Senior Noteholders for the payments of interest which is due and unpaid on the Senior Notes (including any overdue interest, and to the extent permitted under applicable law, interest on any overdue interest at the Overdue Interest Rate) in respect of which or for the benefit of which such money has been collected; (ii) to the Subordinated Noteholder (which amounts shall be deposited into the Reserve Fund), for the payment of interest that is due and unpaid (including any overdue interest and, to the extent permitted under applicable law, interest on any overdue interest at the Subordinated Note Rate) on the Subordinated Notes; (iii) to the Certificate Distribution Account for the payment of interest which is due and unpaid (including any overdue interest and, to the extent permitted under applicable law, interest on any overdue interest at the Certificate Rate) on the Certificates; (iv) to the Senior Noteholders in payment of the principal amount due and unpaid on the Senior Notes; (v) to the Subordinated Noteholder (which amounts shall be deposited into the Reserve Fund) and to the Certificate Distribution Account for distribution to the Trust Certificateholders, for amounts due and unpaid in respect of the principal amount due and unpaid on the Subordinated Notes and the Trust Certificates, respectively, ratably, without preference or priority of any kind, according to the amounts due and payable to the Subordinated Noteholder and the Trust Certificateholders; (vi) to the Transferor, in its capacity as the Subordinated Noteholder, up to the amount deposited into the Reserve Fund in respect of the Subordinated Notes on or prior to the date of the preceding distributions; and (vii) any remaining amounts, shall be paid to the Transferor. (c) The Indenture Trustee may fix a record date and payment date for any payment to Senior Noteholders pursuant to this Section. At least 15 days before such record date, the Issuer shall mail to each Senior 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 the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing and result in the acceleration of the Notes, the Indenture Trustee shall make payments as set forth in Section 5.06(d) of the Sale and Servicing Agreement, rather than pursuant to Section 5.06(c) thereof. 23 (Nissan 2014-A Indenture) (b) If the Indenture Trustee, as a result of the operation of Section 5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee. (c) In accordance with Section 5.03(c), if an Event of Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the Notes;Noteholders; and (iv4) sell the Trust Estate, Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(a) or (iib), unless: unless (A) all the Noteholders Holders of 100% of the Outstanding Amount of the Notes, voting as a single class, consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such the Notes for principal and interest or interest, (C) the Indenture Trustee determines that the Trust Estate will may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of a 66 2/3% of the Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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. . (d) The Indenture Trustee shall incur no liability as may fix a result of the sale of the Trust Estate or record date and payment date for any part thereof at any sale payment to Noteholders pursuant to this Section 5.4 conducted in a commercially reasonable mannerSection. Each of At least 15 days before such record date, the Issuing Entity Issuer shall mail to each Noteholder and Holders hereby waives any claims against the Indenture Trustee arising by reason of a notice that states the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtainedrelated record date, even if the Indenture Trustee accepts the first offer received payment date and does not offer the Trust Estate amount to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. be paid. 24 (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:Nissan 2014-A Indenture)

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been declared to be due and payable accelerated under Section 5.2 following an Event of Default5.03, the Indenture Trustee may shall, upon the written direction of the Required Noteholders (subject to Section 5.06), do one or more of the following (subject to Section 5.5):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 of acceleration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer and from 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 sell, on a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies servicing released basis, Loans, as shall constitute a part of the Indenture Trustee and the Holders of the Notes; related Trust Estate (iv) sell the Trust Estate, or any portion thereof or rights or interest therein), at one or more public or private sales called and conducted in any manner permitted by law; (iii) direct the Issuer and the Issuer Loan Trustee for the benefit of the Issuer to exercise rights, remedies, powers, privileges or claims under the Sale and Servicing Agreement, the Performance Support Agreement and the Loan Purchase Agreement pursuant to Section 5.18; and (viv) make demand upon take any other appropriate action to protect and enforce the Servicer, by written notice, that the Servicer deliver to rights and remedies of the Indenture Trustee all Receivable Filesor the Noteholders hereunder; provided, however, that the Indenture Trustee may not exercise the remedy in clause (a)(ii) above or otherwise sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described substantially as a whole (in Section 5.1(i) one or (iimore sales), unless: or institute Proceedings in furtherance thereof, unless (A) all the Noteholders consent theretoHolders of 100% of the aggregate unpaid principal amount of the Outstanding Notes direct such remedy, (B) the Indenture Trustee determines that the anticipated proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such the Notes for principal and interest (after giving effect to the payment of any amounts that are senior in priority to such principal and interest) or (C) the Indenture Trustee determines (based on the information provided to it by the Servicer) that the Trust Estate will may not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains is directed to take such remedy by the consent of Holders of not less than 66 2/32⁄3% of the Outstanding Amount aggregate unpaid principal amount of the Outstanding Notes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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. The cost of such opinion shall be reimbursed to the Indenture Trustee shall incur no liability as a result of from amounts held in the sale of Collection Account in accordance with Section 8.06. The remedies provided in this Section 5.05(a) are the exclusive remedies provided to the Noteholders with respect to the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each and each of the Issuing Entity Noteholders (by their acceptance of their respective interests in the Notes) and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price hereby expressly waive any other remedy that might have been obtained, even if available under the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannerapplicable UCC. (b) If the Indenture Trustee collects any money or property pursuant to this Article VV following the acceleration of the maturities of the Notes pursuant to Section 5.03 (so long as such declaration shall not have been rescinded or annulled), it shall pay out such the money or property in accordance with Section 8.06 or, in the following order:case of an acceleration as a result of an Event of Default described in clause (a) of Section 5.02, as may otherwise be directed by a court of competent jurisdiction. (c) Following the sale of the Trust Estate and the application of the proceeds of such sale and other amounts, if any, then held in the Collection Account in accordance with Section 8.06, any and all amounts remaining due on the Notes and all other Obligations shall be extinguished and shall not revive, the Notes shall be deemed cancelled, and the Notes shall no longer be Outstanding. (d) The Indenture Trustee may fix a record date and Payment Date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such record date, the Indenture Trustee shall mail to each Noteholder and the Issuer a notice that states the record date, the Payment Date and the amount to be paid.

Remedies; Priorities. (a) If the Notes have been declared to be due and payable accelerated under Section 5.2 following an Event 5.2(a) and the declaration of Defaultacceleration has not been rescinded in accordance with Section 5.2(b), the Indenture Trustee may do one or more of the following (subject to Section 5.5):5.7), and will at the direction of the Noteholders of a majority of the Note Balance of the Controlling Class: (i) institute Proceedings a Proceeding 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 otherwiseto the Notes, enforce any judgment obtained, obtained and collect from the Issuing Entity and any other obligor upon such Notes Issuer monies adjudged due; (ii) institute Proceedings from time to time a Proceeding for the complete or partial foreclosure of this Indenture with respect to on the Trust Estate2015-B Collateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the Notes;Noteholders; and (iv) sell the Trust Estate, or otherwise liquidate all or any portion thereof of the 2015-B Collateral or rights or interest therein, in the 2015-B Collateral at one or more public or private sales called and conducted in any manner permitted by law; and. The Indenture Trustee will notify each Noteholder and the Depositor of any sale or liquidation under Section 5.6(a)(iv) at least 15 days before the sale or liquidation. Any Noteholder, the Depositor or the Servicer may submit a bid for the sale or liquidation. (vb) make demand upon the ServicerNotwithstanding Section 5.6(a), by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell is prohibited from selling or otherwise liquidate liquidating the Trust Estate following an Event of Default, other than an 2015-B Collateral unless: (i) the Event of Default is described in Section 5.1(i5.1(a)(i) or (ii), unless: ; or (ii) the Event of Default is described in Section 5.1(a)(iii) and: (A) all the Noteholders representing 100% of the Note Balance of the Notes Outstanding consent thereto, to the sale or liquidation; or (B) the proceeds of such the sale or liquidation distributable are expected to the Noteholders are be sufficient to discharge pay in full all amounts then due owed by the Issuer to the 2015-B Secured Parties including all principal of and unpaid upon such accrued interest on the Notes for Outstanding; (iii) the Event of Default is described in Section 5.1(a)(iv) and: (A) the Noteholders representing 100% of the Note Balance of the Controlling Class consent to the sale or liquidation; or (B) the proceeds of the sale or liquidation are expected to be sufficient to pay in full all amounts owed by the Issuer to the 2015-B Secured Parties including all principal of and accrued interest or on the Notes Outstanding; or (C) the Indenture Trustee (1) determines (but will have no obligation to make the determination) that the Trust Estate 2015-B Collateral will not continue to provide sufficient funds for the payment of principal of and interest on all amounts owed to the Notes 2015-B Secured Parties, as they those payments would have become due if the Notes had not been declared due and payable, payable and the Indenture Trustee (2) obtains the consent of Holders Noteholders of 66 at least 66-2/3% of the Outstanding Amount Note Balance of the NotesControlling Class. In determining such sufficiency whether the condition specified in clause (ii)(B), (iii)(B) or insufficiency with respect to clauses (Biii)(C) and (C)1) above has been satisfied, the Indenture Trustee may, but need not, obtain and rely upon on an opinion of an a nationally-recognized Independent investment banking firm or accounting firm of national reputation as to certified public accountants on the feasibility of such proposed action and as to expected proceeds or on the sufficiency of the Trust Estate 2015-B Collateral for such that purpose. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate . (c) Any money or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against property collected by the Indenture Trustee arising by reason following the sale or other liquidation of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b2015-B Collateral under Section 5.6(a)(iv) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property will be deposited in the Collection Account for distribution in accordance with Section 8.2(d) on the Payment Date following order:the Collection Period during which those amounts are collected. In all other circumstances, Section 8.2(b) will continue to apply after an Event of Default.

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing and result in the acceleration of the Notes, the Indenture Trustee shall make payments on the Notes and to the Owner Trustee as set forth in Section 5.06(d) of the Sale and Servicing Agreement, rather than pursuant to Section 5.06(c) thereof. (b) If the Indenture Trustee, in compliance with Section 5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee. (c) In accordance with Section 5.04(b), if an Event of Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the Notes;Noteholders; and (iv4) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(a) or (iib), unless: unless (A) the Holders of 100% of the Outstanding Amount of the Notes, voting as a single class, consent thereto (but excluding for purposes of such vote all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates, unless at such time all of the Noteholders consent theretoNotes are held or beneficially owned by NMAC, NARC II and their Affiliates), or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such the Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate will may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of a 66 2/3% of the Outstanding Amount of the Notes, voting as a single class (but excluding for purposes of such vote all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates, unless at such time all of the Notes are held or beneficially owned by NMAC, NARC II and their Affiliates). In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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. . (d) The Indenture Trustee shall incur no liability as may fix a result of the sale of the Trust Estate or record date and payment date for any part thereof at any sale payment to Noteholders pursuant to this Section 5.4 conducted in a commercially reasonable mannerSection. Each of At least 15 days before such record date, the Issuing Entity Issuer shall mail to each Noteholder and Holders hereby waives any claims against the Indenture Trustee arising by reason of a notice that states the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtainedrelated record date, even if the Indenture Trustee accepts the first offer received payment date and does not offer the Trust Estate amount to more than one offeree, so long as such sale is conducted in a commercially reasonable mannerbe paid. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault occurs and is continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Transition Bonds or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such Notes monies Transition Bonds 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 Competition 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 NotesTransition Bonds of such Series; (iv) 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; and (v) make demand upon exercise all rights, remedies, powers, privileges and claims of the ServicerIssuer against the Seller, by written notice, that PP&L or the Servicer deliver to under or in connection with the Indenture Trustee all Receivable FilesSale Agreement, the Contribution Agreement, the Administration Agreement or the Servicing Agreement as provided in Section 3.20(b); provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(i), (ii) or (iiiii), unless: with respect to any Series unless (A) the Holders of 100% of the Outstanding Amount of the Transition Bonds of all the Noteholders Series consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders Transition Bondholders of all Series are sufficient to discharge in full all amounts then due and unpaid upon such Notes Transition Bonds for principal principal, premium, if any, and interest or (C) the Indenture Trustee determines that the Trust Estate Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Transition Bonds of all Series as they would have become due if the Notes Transition Bonds had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66 66-2/3% of the Outstanding Amount of the NotesTransition Bonds of all Series. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If an Event of Default under clause (vii) of Section 5.01 occurs and is 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 reasonably necessary to compel performance of or to enforce the pledge and agreement of the Commonwealth in Section 2812(c)(2) of the Competition Act and to collect any monetary damages incurred by the Holders or the Trustee collects as a result of any money such Event of Default, and may prosecute any such Proceeding to final judgment or property pursuant to this Article V, it shall pay out such money or property in the following order:decree.

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault (other than an Event of Default under clause (vii) of Section 5.01) shall have occurred and be continuing with respect to a Series, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Transition Bonds of such Series 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 Issuing Entity and Issuer or any other obligor moneys adjudged due upon such Notes monies adjudged dueTransition Bonds; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateSeries Transition Bond Collateral; (iii) exercise any remedies of a secured party under the UCC UCC, the Securitization Law or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the NotesTransition Bonds of such Series; (iv) at the written direction of the Holders of a majority of the Outstanding Amount of the Transition Bonds of such Series, sell the Trust Estate, Series Transition Bond Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and (v) make demand upon exercise all rights, remedies, powers, privileges and claims of the ServicerIssuer against the Seller, by written noticethe Administrator, that TCC or the Servicer deliver under or in connection with, and pursuant to the Indenture Trustee all Receivable Filesterms of, the Sale Agreement, the Administration Agreement, the Intercreditor Agreement or the Servicing Agreement; provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Trust Estate Transition Bond Collateral following such an Event of Default, other than an Event of Default described in Section 5.1(i) 5.01(i), or (ii), unless: with respect to any Series unless (A) the Holders of 100 percent of the Outstanding Amount of the Transition Bonds of all the Noteholders Series consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders Holders of all Series are sufficient to discharge in full all amounts then due and unpaid upon such Notes Transition Bonds for principal 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(e) or (C) the Indenture Trustee determines that the Trust Estate Transition Bond Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Transition Bonds of all Series as they would have become due if the Notes Transition Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the NotesTransition Bonds of all Series. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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 Transition Bond Collateral for such purpose. The . (b) If an Event of Default under clause (vii) of Section 5.01 shall have occurred and be continuing, the Indenture Trustee, for the benefit of the Secured Parties of the related Series, shall be entitled and empowered to the extent permitted by applicable law, to institute or participate in Proceedings necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee shall incur no liability 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 sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against only remedy that the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even exercise if the Indenture Trustee accepts the first offer received only Event of Default that has occurred and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannercontinuing is an Event of Default under Section 5.01(vii). (bc) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(e).

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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;; and (iv) after an acceleration of the maturity of the Notes pursuant to Section 5.02, 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, provided that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than Default pursuant to clause (iv) above unless: (A) the Event of Default is of the type described in Section 5.01(i) or (ii); or (B) with respect to an Event of Default described in Section 5.1(i5.01(iii): (i) or the Noteholders of all Outstanding Notes consent thereto; or (ii), unless: (A) all the Noteholders consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge pay in full all amounts then due the principal of and unpaid upon such accrued interest on the Outstanding Notes for principal and interest or at the date of sale; or (C) with respect to any Event of Default described in Section 5.01(iv) and (v): (i) the Noteholders of all Outstanding Notes consent thereto; or (ii) the proceeds of such sale or liquidation are sufficient to pay in full the principal of and the accrued interest on the Outstanding Notes; or (iii) the Indenture Trustee Trustee: (x) determines (but shall have no obligation to make such determination) that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and ; and (y) the Indenture Trustee obtains the consent of Holders Noteholders of Notes evidencing not less than 66 2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clauses clause (BB)(ii) and (CC)(ii) or (C)(iii)(x), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If (i) Notwithstanding the provisions of Section 8.02, following the occurrence and during the continuation of an Event of Default specified in Section 5.01 that has resulted in an acceleration of the Notes, if Indenture Trustee collects any money or property pursuant to this Article Vproperty, it shall pay out 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 Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, based on amounts due to each such party, for payment of any Trustee and Reviewer Fees and other amounts required to be paid to such party pursuant to the terms of the Indenture, the Trust Agreement or the Asset Representations Review Agreement, respectively (including, without limitation, expenses and indemnification amounts); SECOND: to the Servicer for due and unpaid Servicing Fees and unreimbursed Advances; THIRD: to the Noteholders for amounts due and unpaid on the Notes in respect of interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes in respect of interest; FOURTH: to Holders of the Class A-1 Notes for amounts due and unpaid on the Class A-1 Notes in respect of principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-1 Notes in respect of principal, until the Outstanding Amount of the Class A-1 Notes is reduced to zero; FIFTH: to Holders of the Class A-2a Notes, Class A-2b Notes, Class A-3 Notes and Class A-4 Notes for amounts due and unpaid on the Class A-2a Notes, Class A-2b Notes, Class A-3 Notes and Class A-4 Notes in respect of principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-2a Notes, Class A-2b Notes, Class A-3 Notes and Class A-4 Notes in respect of principal, until the Outstanding Amounts of the Class A-2a Notes, Class A-2b Notes, Class A-3 Notes and Class A-4 Notes are reduced to zero; and SIXTH: to the Certificate Distribution Account, for distribution to the Certificateholders. The Indenture Trustee may fix a Record Date and Payment Date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such Record Date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the Record Date, the Payment Date and the amount to be paid.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, and the Notes have been declared to be due and payable accelerated under Section 5.2 following an Event of Default5.03, the Indenture Trustee may shall, upon the written direction of the Required Noteholders (subject to Section 5.06), do one or more of the following (subject to Section 5.5):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 of acceleration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer the Trust Estate and from 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 sell, on a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies servicing released basis, Loans, as shall constitute a part of the Indenture Trustee and the Holders of the Notes; related Trust Estate (iv) sell the Trust Estate, or any portion thereof or rights or interest therein), at one or more public or private sales called and conducted in any manner permitted by law; (iii) direct the Issuer to exercise rights, remedies, powers, privileges or claims under the Sale and Servicing Agreement, the Loan Purchase Agreement and the Performance Support Agreement pursuant to Section 5.18 hereof; and (viv) make demand upon take any other appropriate action to protect and enforce the Servicer, by written notice, that the Servicer deliver to rights and remedies of the Indenture Trustee all Receivable Filesor the Noteholders hereunder; provided, however, that the Indenture Trustee may not exercise the remedy in subparagraph (ii) above or otherwise sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described substantially as a whole (in Section 5.1(i) one or (iimore sales), unless: or institute Proceedings in furtherance thereof, unless (A) all the Noteholders consent theretoHolders of 100% of the aggregate unpaid principal amount of the Outstanding Notes direct such remedy, (B) the Indenture Trustee determines that the anticipated proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such the Notes for principal and interest (after giving effect to the payment of any amounts that are senior in priority to such principal and interest) or (C) the Indenture Trustee determines (based on the information provided to it by the Servicer) that the Trust Estate will may not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains is directed to take such remedy by the consent of Holders of not less than 66 2/3% of the Outstanding Amount aggregate unpaid principal amount of the Outstanding Notes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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. The cost of such opinion shall be reimbursed to the Indenture Trustee shall incur no liability as a result of from amounts held in the sale of Collection Account in accordance with Section 8.06. The remedies provided in this Section 5.05(a) are the exclusive remedies provided to the Noteholders with respect to the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each and each of the Issuing Entity Noteholders (by their acceptance of their respective interests in the Notes) and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price hereby expressly waive any other remedy that might have been obtained, even if available under the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannerapplicable UCC. (b) If the Indenture Trustee collects any money or property pursuant to this Article VV following the acceleration of the maturities of the Notes pursuant to Section 5.03 (so long as such declaration shall not have been rescinded or annulled), it shall pay out such the money or property in accordance with Section 8.06 hereof or, in the following order:case of an acceleration as a result of an Event of Default described in clause (a) of Section 5.02, as may otherwise be directed by a court of competent jurisdiction. (c) Following the sale of the Trust Estate and the application of the proceeds of such sale and other amounts, if any, then held in the Collection Account in accordance with Section 8.06 hereof, any and all amounts remaining due on the Notes and all other Obligations shall be extinguished and shall not revive, the Notes shall be cancelled, and the Notes shall no longer be Outstanding. (d) The Indenture Trustee may fix a record date and Payment Date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such record date, the Indenture Trustee shall mail to each Noteholder and the Issuer a notice that states the record date, the Payment Date and the amount to be paid.

Remedies; Priorities. (a) 1. If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing with respect to any Series of Outstanding Investor Notes and such Series of Investor Notes has been accelerated under Section 9.4, the Indenture Trustee may do one or more institute proceedings to enforce the obligations of the following (subject to Section 5.5): (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 Investor Notes of such Series or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such Investor Notes monies moneys adjudged due;. 2. If an Event of Default shall have occurred and be continuing with respect to all Series of Outstanding Investor Notes and all Series of Outstanding Investor Notes have been accelerated under Section 9.2, the Indenture Trustee (iisubject to Section 9.5) may do one or more of the following: a. institute Proceedings proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateIssuer Assets; (iii) b. 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 Investor Notes;; and c. in the case of an Event of Default referred to in clause (iva) or (b) of Section 9.1, sell the Trust Estate, Issuer Assets 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 (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, provided that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Issuer Assets following an Event of Default, other than an Event of Default described referred to in Section 5.1(iclause (a) or (ii)b) of Section 9.1, unless: unless (A) all the Noteholders Holders of Investor Notes representing 100% of the Aggregate Invested Amount consent thereto, (B) the proceeds of such sale or liquidation distributable to the Investor Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such the Investor Notes for principal and interest interest, or (C) (1) the Indenture Trustee determines that the Trust Estate Issuer Assets will not continue to provide sufficient funds for the payment of principal of and interest on the Investor Notes as they would have become due if the Investor Notes had not been declared due and payable, payable and (2) the Indenture Trustee obtains the consent of a Majority in Interest of the Holders of 66 2/3% each Series of the Outstanding Amount of the Investor Notes. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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 Issuer Assets for such purpose. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) 3. 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 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 the Notes an Indenture Default shall have been declared to occurred and be due and payable under Section 5.2 following an Event of Defaultcontinuing, the Indenture Trustee may do one or more of the following (subject to Section 5.5Sections 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 Issuing Entity 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 Trustee[, each Swap Counterparty] and the Holders of the Notes;Noteholders; and (iv) subject to Section 5.17, after an acceleration of the maturity of the Notes pursuant to Section 5.02, 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Indenture Default, other than an Event of Indenture Default described in Section 5.1(i5.01 (a) or (iib), unless: unless (A) all Noteholders holding 100% of the Noteholders Outstanding 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 upon such Notes for principal and interest all outstanding Securities (other than Trust Certificate) or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, payable and the Indenture Trustee obtains the consent of Holders of Noteholders holding not less than 66 2/3% of the Outstanding Amount; provided, further that the Indenture Trustee may not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(a) or (b) with respect to the Class A Notes, unless (D) the proceeds of such sale or liquidation distributable to the Class B Noteholders plus the proceeds of the sale or liquidation of the Trust Estate distributable to the Class B Noteholders are sufficient to pay to the Class B Noteholders the Outstanding Amount of the NotesClass B Notes plus accrued and unpaid interest thereon or (E) if the proceeds of such sale or liquidation distributable to the Class B Noteholders plus the proceeds of the sale or liquidation of the Trust Estate distributable to the Class B Noteholders would not be sufficient to pay to the Class B Noteholders the Outstanding Amount plus accrued and unpaid interest thereon, the Class B Noteholders of at least a majority of the Outstanding Amount of the Class B Notes consent thereto; and provided, further, that the Indenture Trustee shall first have obtained an Opinion of Counsel that such sale will not cause the Vehicle 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 clauses (B) and ), (C), (D) and (E) 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (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 such money or property held as Collateral (and other amounts including amounts held on deposit in the Reserve Fund) for the benefit of the Noteholders, net of liquidation costs associated with the sale of the Trust Estate in the following order:: [EACH INDENTURE WILL SPECIFY THAT TRUST’S PARTICULAR EVENT OF DEFAULT CASH FLOW PRIORITIES] (i) pro rata, to the Indenture Trustee, all amounts required to be paid under Section 6.07 of the Indenture, or to the Owner Trustee, all amounts required to be paid under Section 8.01 of the Trust Agreement, as the case may be[ and to the Asset Representation Reviewer for any and all amounts due and owing under the Asset Representations Review Agreement,]; (ii) to the Servicer, any Payment Date Advance Reimbursement; (iii) to the Servicer, amounts due in respect of unpaid Servicing Fees; (iv) 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); (v) to the Class A-1 Notes, in payment of the principal amount due and unpaid on the Class A-1 Notes, until paid in full; (vi) to the Class A-2a Notes, Class A-2b Notes, Class A-3 Notes and Class A-4 Notes, pro rata, in payment of the principal amount due and unpaid on such Notes; and (vii) to the Certificateholder, any remaining amounts. (c) The Indenture Trustee, pursuant to an Issuer Request may fix a record date and payment date for any payment to Noteholders pursuant to this Section as provided in the Issuer Request. 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 the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Note Trustee may do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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 or the Statute 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) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Note Trustee may not sell or otherwise liquidate any portion of the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(a), (b) or (iic), unless: unless (A) all the Noteholders Holders of 100 percent of the Outstanding Amount of the Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon 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 (C) the Indenture Note Trustee determines that the Trust Estate Collateral will not continue to provide sufficient funds for 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 Indenture Note Trustee obtains the consent of Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Note Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(d).

Remedies; Priorities. (a) If an Event of Default shall have occurred and resulted in the acceleration of the Notes, the Indenture Trustee shall make payments as set forth in Section 5.04(b) of this Indenture, rather than pursuant to Section 5.06(a) of the Sale and Servicing Agreement. (b) Notwithstanding the provisions of Section 5.06(a) of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been declared accelerated, it shall make the following deposits and distributions on such Distribution Date, to be the extent of Available Amounts on deposit in the Collection Account for such Distribution Date, in the following order of priority: (1) pro rata, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to this Indenture and payable the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days; (2) to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days; (3) to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods; (4) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class; (5) to the Class A-1 Noteholders, until the principal amount of the Class A-1 Notes is reduced to zero, and then to the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each such Class), until the principal amount for such Class of Notes is reduced to zero; and (6) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. 25 (NAROT 2019-B Indenture) (c) If the Indenture Trustee, as a result of the operation of Section 5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 5.2 following 6.08, cause the Servicer to appoint a successor Indenture Trustee. (d) In accordance with Section 5.03(c), if an Event of DefaultDefault shall have occurred and resulted in the acceleration of the Notes, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of Noteholders, including electing to maintain the Notes;Collateral and to continue to apply the proceeds from the Collateral in accordance with Section 5.04(b); and (iv4) sell the Trust Estate, Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(a) or (iib), unless: unless (A) all the Noteholders Holders of 100% of the Outstanding Amount of the Notes consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such the Notes for principal and interest at the date of such sale or liquidation, (C) the Indenture Trustee determines that the Owner Trust Estate will may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of at least 66 2/3% of the Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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 Owner Trust Estate for such purpose. . (e) The Indenture Trustee shall incur no liability as may fix a result of the sale of the Trust Estate or record date and payment date for any part thereof at any sale payment to Noteholders pursuant to this Section 5.4 conducted in a commercially reasonable mannerSection. Each of At least 15 days before such record date, the Issuing Entity Issuer shall mail to each Noteholder and Holders hereby waives any claims against the Indenture Trustee arising by reason of a notice that states the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtainedrelated record date, even if the Indenture Trustee accepts the first offer received payment date and does not offer the Trust Estate amount to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. be paid. 26 (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:NAROT 2019-B Indenture)

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault (other than an Event of Default under clause (vii) of Section 5.01) shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Investment 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 Issuing Entity and Issuer or any other obligor moneys adjudged due upon such Notes monies adjudged dueInvestment Recovery Bonds; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateInvestment Recovery Bond Collateral; (iii) exercise any remedies of a secured party under the UCC UCC, the Investment Recovery Securitization Law or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the NotesInvestment Recovery Bonds; (iv) at the written direction of the Holders of a majority of the Outstanding Amount of the Investment Recovery Bonds, sell the Trust Estate, Investment Recovery Bond Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and (v) make demand upon exercise all rights, remedies, powers, privileges and claims of the ServicerIssuer against the Seller, by written noticethe Administrator, that ELL or the Servicer deliver under or in connection with, and pursuant to the Indenture Trustee all Receivable Filesterms of, the Sale Agreement, the Administration Agreement or the Servicing Agreement; provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Trust Estate Investment Recovery Bond Collateral following such an Event of Default, other than an Event of Default described in Section 5.1(i) 5.01(i), or (ii), unless: with respect to the Investment Recovery Bonds unless (A) all the Noteholders Holders of 100 percent of the Outstanding Amount of the Investment Recovery Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon such Notes the Investment Recovery Bonds 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(e) or (C) the Indenture Trustee determines that the Trust Estate Investment Recovery Bond Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Investment Recovery Bonds as they would have become due if the Notes Investment Recovery Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the NotesInvestment Recovery Bonds. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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 Investment Recovery Bond Collateral for such purpose. The . (b) If an Event of Default under clause (vii) of Section 5.01 shall have occurred and be continuing, the Indenture Trustee, for the benefit of the Secured Parties, shall be entitled and empowered to the extent permitted by applicable law, to institute or participate in Proceedings necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee shall incur no liability 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 sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against only remedy that the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even exercise if the Indenture Trustee accepts the first offer received only Event of Default that has occurred and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannercontinuing is an Event of Default under Section 5.01(vii). (bc) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(e).

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall -------------------- have occurred and be continuing with respect to a Series, the Indenture Note Trustee may do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Note Trustee may not sell or otherwise liquidate any -------- ------- portion of the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(i), (ii) or (iiiii), unless: with respect to any Series unless (A) the Holders of 100 percent of the Outstanding Amount of the Notes of all the Noteholders Series consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders of all Series are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal principal, premium, if any, and interest or (C) the Indenture Note Trustee determines that the Trust Estate Collateral will not continue to provide sufficient funds for 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 Indenture Note Trustee obtains the consent of Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the NotesNotes of all Series. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable accelerated under Section 5.2 following an Event 5.2(a) and the declaration of Defaultacceleration has not been rescinded in accordance with Section 5.2(b), the Indenture Trustee may do one or more of the following (subject to Section 5.5):5.7), and will at the direction of the Noteholders of a majority of the Note Balance of the Controlling Class: (i) institute Proceedings a Proceeding 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 otherwiseto the Notes, enforce any judgment obtained, obtained and collect from the Issuing Entity and any other obligor upon such Notes Issuer monies adjudged due; (ii) institute Proceedings from time to time a Proceeding for the complete or partial foreclosure of this Indenture with respect to on the Trust Estate2015-A Collateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the Notes;Noteholders; and (iv) sell the Trust Estate, or otherwise liquidate all or any portion thereof of the 2015-A Collateral or rights or interest therein, in the 2015-A Collateral at one or more public or private sales called and conducted in any manner permitted by law; and. The Indenture Trustee will notify each Noteholder and the Depositor of any sale or liquidation under Section 5.6(a)(iv) at least 15 days before the sale or liquidation. Any Noteholder, the Depositor or the Servicer may submit a bid for the sale or liquidation. (vb) make demand upon the ServicerNotwithstanding Section 5.6(a), by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell is prohibited from selling or otherwise liquidate liquidating the Trust Estate following an Event of Default, other than an 2015-A Collateral unless: (i) the Event of Default is described in Section 5.1(i5.1(a)(i) or (ii), unless: ; or (ii) the Event of Default is described in Section 5.1(a)(iii) and: (A) all the Noteholders representing 100% of the Note Balance of the Notes Outstanding consent thereto, to the sale or liquidation; or (B) the proceeds of such the sale or liquidation distributable are expected to the Noteholders are be sufficient to discharge pay in full all amounts then due owed by the Issuer to the 2015-A Secured Parties including all principal of and unpaid upon such accrued interest on the Notes for Outstanding; (iii) the Event of Default is described in Section 5.1(a)(iv) and: (A) the Noteholders representing 100% of the Note Balance of the Controlling Class consent to the sale or liquidation; or (B) the proceeds of the sale or liquidation are expected to be sufficient to pay in full all amounts owed by the Issuer to the 2015-A Secured Parties including all principal of and accrued interest or on the Notes Outstanding; or (C) the Indenture Trustee (1) determines (but will have no obligation to make the determination) that the Trust Estate 2015-A Collateral will not continue to provide sufficient funds for the payment of principal of and interest on all amounts owed to the Notes 2015-A Secured Parties, as they those payments would have become due if the Notes had not been declared due and payable, payable and the Indenture Trustee (2) obtains the consent of Holders Noteholders of 66 at least 66-2/3% of the Outstanding Amount Note Balance of the NotesControlling Class. In determining such sufficiency whether the condition specified in clause (ii)(B), (iii)(B) or insufficiency with respect to clauses (Biii)(C) and (C)1) above has been satisfied, the Indenture Trustee may, but need not, obtain and rely upon on an opinion of an a nationally-recognized Independent investment banking firm or accounting firm of national reputation as to certified public accountants on the feasibility of such proposed action and as to expected proceeds or on the sufficiency of the Trust Estate 2015-A Collateral for such that purpose. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate . (c) Any money or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against property collected by the Indenture Trustee arising by reason following the sale or other liquidation of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b2015-A Collateral under Section 5.6(a)(iv) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property will be deposited in the Collection Account for distribution in accordance with Section 8.2(d) on the Payment Date following order:the Collection Period during which those amounts are collected. In all other circumstances, Section 8.2(b) will continue to apply after an Event of Default.

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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;; and (iv) 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; and (v) make demand upon the Servicer, by written notice, provided that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than Default unless: (A) the Event of Default is of the type described in Section 5.01(i) or (ii); or (B) with respect to an Event of Default described in Section 5.1(i5.01 (iii); (i) or the Noteholders of all Outstanding Notes consent thereto; or (ii), unless: (A) all the Noteholders consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge pay in full all amounts then due the principal of and unpaid upon such Notes for principal and accrued interest or on the Outstanding Notes. (C) with respect to any Event of Default described in Section 5.01 (iv) and (v): (i) the Indenture Trustee determines that Noteholders of Notes evidencing 100% of the Trust Estate will not continue principal amount of the Controlling Class consent thereto; or (ii) the proceeds of such sale or liquidation are sufficient to provide sufficient funds for pay in full the payment of principal of and the accrued interest on the Notes as they would have become due if the Notes had not been declared due and payable, and Outstanding Notes; or (iii) 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 clauses (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:Trustee

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing and result in the acceleration of the Notes, the Indenture Trustee shall make payments as set forth in Section 5.06(d) of the Sale and Servicing Agreement, rather than pursuant to Section 5.06(c) thereof. (b) If the Indenture Trustee, as a result of the operation of Section 5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee. (c) In accordance with Section 5.03(c), if an Event of Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such Notes monies moneys adjudged due;; 24 (Nissan 2014-B Indenture) (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the Notes;Noteholders; and (iv4) sell the Trust Estate, Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(a) or (iib), unless: unless (A) all the Noteholders Holders of 100% of the Outstanding Amount of the Notes, voting as a single class, consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such the Notes for principal and interest or interest, (C) the Indenture Trustee determines that the Trust Estate will may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of a 66 2/3% of the Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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. . (d) The Indenture Trustee shall incur no liability as may fix a result of the sale of the Trust Estate or record date and payment date for any part thereof at any sale payment to Noteholders pursuant to this Section 5.4 conducted in a commercially reasonable mannerSection. Each of At least 15 days before such record date, the Issuing Entity Issuer shall mail to each Noteholder and Holders hereby waives any claims against the Indenture Trustee arising by reason of a notice that states the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtainedrelated record date, even if the Indenture Trustee accepts the first offer received payment date and does not offer the Trust Estate amount to more than one offeree, so long as such sale is conducted in a commercially reasonable mannerbe paid. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault (other than an Event of Default under clause (vii) of Section 5.01) shall have occurred and be continuing with respect to a Series, the Indenture Trustee may do one or more of the following (subject to Section 5.5): (i) 5.05): institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes Transition Bonds of such Series 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 Issuing Entity and Issuer or any other obligor moneys adjudged due upon such Notes monies adjudged due; (ii) Transition Bonds; institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) Series Transition Bond Collateral; exercise any remedies of a secured party under the UCC UCC, the Securitization Law or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the Notes; (iv) Transition Bonds of such Series; at the written direction of the Holders of a majority of the Outstanding Amount of the Transition Bonds of such Series, sell the Trust Estate, Series Transition Bond Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and (v) make demand upon and exercise all rights, remedies, powers, privileges and claims of the ServicerIssuer against the Seller, by written noticethe Administrator, that EGSI or the Servicer deliver under or in connection with, and pursuant to the Indenture Trustee all Receivable Filesterms of, the Sale Agreement, the Administration Agreement or the Servicing Agreement; provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Trust Estate Transition Bond Collateral following such an Event of Default, other than an Event of Default described in Section 5.1(i) 5.01(i), or (ii), unless: with respect to any Series unless (A) the Holders of 100 percent of the Outstanding Amount of the Transition Bonds of all the Noteholders Series consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders Holders of all Series are sufficient to discharge in full all amounts then due and unpaid upon such Notes Transition Bonds for principal 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(e) or (C) the Indenture Trustee determines that the Trust Estate Transition Bond Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Transition Bonds of all Series as they would have become due if the Notes Transition Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the NotesTransition Bonds of all Series. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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 Transition Bond Collateral for such purpose. The If an Event of Default under clause (vii) of Section 5.01 shall have occurred and be continuing, the Indenture Trustee, for the benefit of the Secured Parties of the related Series, shall be entitled and empowered to the extent permitted by applicable law, to institute or participate in Proceedings necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee shall incur no liability 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 sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against only remedy that the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even exercise if the Indenture Trustee accepts the first offer received only Event of Default that has occurred and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) continuing is an Event of Default under Section 5.01(vii). If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(e).

Remedies; Priorities. (a) If an Event of Default shall have occurred and resulted in the acceleration of the Notes, the Indenture Trustee shall make payments as set forth in Section 5.04(b) of this Indenture, rather than pursuant to Section 5.06(a) of the Sale and Servicing Agreement. (b) Notwithstanding the provisions of Section 5.06(a) of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been declared accelerated, it shall make the following deposits and distributions on such Distribution Date, to be the extent of Available Amounts on deposit in the Collection Account for such Distribution Date, in the following order of priority: (1) first, pro rata, to the Indenture Trustee, the Calculation Agent and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments, as applicable, due pursuant to this Indenture and payable the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments, as applicable, have not been paid by the Administrator and have been outstanding for at least sixty (60) days; (2) second, to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days; (3) third, to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods; (4) forth, on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2a Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2b Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class; (5) fifth, (a) to the Class A-1 Noteholders, until the principal amount of the Class A-1 Notes is reduced to zero, and then (b) on a pro rata basis (based on the Outstanding Amount of each such Class) to the Class A-2 Noteholders (pro rata among the A-2a Notes and the Class A-2b Notes), the Class A-3 Noteholders and the Class A-4 Noteholders, until the principal amount for such Class of Notes is reduced to zero; and (6) sixth, any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. (c) If the Indenture Trustee, as a result of the operation of Section 5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 5.2 following 6.08, cause the Servicer to appoint a successor Indenture Trustee. (d) In accordance with Section 5.03(c), if an Event of DefaultDefault shall have occurred and resulted in the acceleration of the Notes, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of Noteholders, including electing to maintain the Notes;Collateral and to continue to apply the proceeds from the Collateral in accordance with Section 5.04(b); and (iv4) sell the Trust Estate, Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(a) or (iib), unless: unless (A) all the Noteholders Holders of 100% of the Outstanding Amount of the Notes consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such the Notes for principal and interest at the date of such sale or liquidation, (C) the Indenture Trustee determines that the Owner Trust Estate will may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of at least 66 2/3% of the Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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 Owner Trust Estate for such purpose. . (e) The Indenture Trustee shall incur no liability as may fix a result of the sale of the Trust Estate or record date and distribution date for any part thereof at any sale payment to Noteholders pursuant to this Section 5.4 conducted in a commercially reasonable mannerSection. Each of At least 15 days before such record date, the Issuing Entity Issuer shall mail to each Noteholder and Holders hereby waives any claims against the Indenture Trustee arising by reason of a notice that states the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtainedrelated record date, even if the Indenture Trustee accepts the first offer received distribution date and does not offer the Trust Estate amount to more than one offeree, so long as such sale is conducted in a commercially reasonable mannerbe paid. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and resulted in the acceleration of the Notes, the Indenture Trustee shall make payments as set forth in Section 5.04(b) of this Indenture, rather than pursuant to Section 5.06(a) of the Sale and Servicing Agreement. (b) Notwithstanding the provisions of Section 5.06(a) of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been declared accelerated, it shall make the following deposits and distributions on such Distribution Date, to be the extent of Available Amounts on deposit in the Collection Account for such Distribution Date, in the following order of priority: (1) pro rata, to the Indenture Trustee, the Calculation Agent and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments, as applicable, due pursuant to this Indenture and payable the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments, as applicable, have not been paid by the Administrator and have been outstanding for at least sixty (60) days; 25 (NAROT 2023-B Indenture) (2) to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Sponsor and have been outstanding for at least sixty (60) days; (3) to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods; (4) on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2a Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2b Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class; (5) to the Class A-1 Noteholders, until the principal amount of the Class A-1 Notes is reduced to zero, and then to the Class A-2 Noteholders (pro rata among the A-2a Notes and the Class A-2b Notes), the Class A-3 Noteholders and the Class A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each such Class), until the principal amount for such Class of Notes is reduced to zero; and (6) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders. (c) If the Indenture Trustee, as a result of the operation of Section 5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 5.2 following 6.08, cause the Servicer to appoint a successor Indenture Trustee. (d) In accordance with Section 5.03(c), if an Event of DefaultDefault shall have occurred and resulted in the acceleration of the Notes, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of Noteholders, including electing to maintain the Notes;Collateral and to continue to apply the proceeds from the Collateral in accordance with Section 5.04(b); and 26 (NAROT 2023-B Indenture) (iv4) sell the Trust Estate, Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(a) or (iib), unless: unless (A) all the Noteholders Holders of 100% of the Outstanding Amount of the Notes consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such the Notes for principal and interest at the date of such sale or liquidation, (C) the Indenture Trustee determines that the Owner Trust Estate will may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of at least 66 2/3% of the Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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 Owner Trust Estate for such purpose. . (e) The Indenture Trustee shall incur no liability as may fix a result of the sale of the Trust Estate or record date and payment date for any part thereof at any sale payment to Noteholders pursuant to this Section 5.4 conducted in a commercially reasonable mannerSection. Each of At least 15 days before such record date, the Issuing Entity Issuer shall mail to each Noteholder and Holders hereby waives any claims against the Indenture Trustee arising by reason of a notice that states the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtainedrelated record date, even if the Indenture Trustee accepts the first offer received payment date and does not offer the Trust Estate amount to more than one offeree, so long as such sale is conducted in a commercially reasonable mannerbe paid. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing and result in the acceleration of the Notes, the Indenture Trustee shall make payments as set forth in Section 5.06(d) of the Sale and Servicing Agreement, rather than pursuant to Section 5.06(c) thereof. 23 (Nissan 2013-C Indenture) (b) If the Indenture Trustee, as a result of the operation of Section 5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee. (c) In accordance with Section 5.03(c), if an Event of Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the Notes;Noteholders; and (iv4) sell the Trust Estate, Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(a) or (iib), unless: unless (A) all the Noteholders Holders of 100% of the Outstanding Amount of the Notes, voting as a single class, consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such the Notes for principal and interest or interest, (C) the Indenture Trustee determines that the Trust Estate will may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of a 66 2/3% of the Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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. . (d) The Indenture Trustee shall incur no liability as may fix a result of the sale of the Trust Estate or record date and payment date for any part thereof at any sale payment to Noteholders pursuant to this Section 5.4 conducted in a commercially reasonable mannerSection. Each of At least 15 days before such record date, the Issuing Entity Issuer shall mail to each Noteholder and Holders hereby waives any claims against the Indenture Trustee arising by reason of a notice that states the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtainedrelated record date, even if the Indenture Trustee accepts the first offer received payment date and does not offer the Trust Estate amount to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. be paid. 24 (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:Nissan 2013-C Indenture)

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault occurs and is continuing, the Indenture Bond Trustee may do one or more of the following (subject to Section 5.55.05): (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 Transition Bonds or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such Notes monies Transition Bonds 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 Statute or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Bond Trustee and the Holders of the NotesTransition Bonds of such Series; (iv) 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; and (v) make demand upon exercise all rights, remedies, powers, privileges and claims of the Servicer, by written notice, that Issuer against the Seller or the Servicer deliver to under or in connection with the Indenture Trustee all Receivable FilesSale Agreement or the Servicing Agreement as provided in Section 3.20(b); provided, however, that the Indenture Bond Trustee may not sell or otherwise liquidate any portion of the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(i), (ii) or (iiiii), unless: with respect to any Series unless (A) the Holders of 100% of the Outstanding Amount of the Transition Bonds of all the Noteholders Series consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders Transition Bondholders of all Series are sufficient to discharge in full all amounts then due and unpaid upon such Notes Transition Bonds for principal principal, premium, if any, and interest or (C) the Indenture Bond Trustee determines that the Trust Estate Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Transition Bonds of all Series as they would have become due if the Notes Transition Bonds had not been declared due and payable, and the Indenture Bond Trustee obtains the consent of Holders of 66 66-2/3% of the Outstanding Amount of the NotesTransition Bonds of all Series. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), the Indenture Bond 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault (other than an Event of Default under clause (vii) of Section 5.01) shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Consumer Rate Relief 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 Issuing Entity and Issuer or any other obligor moneys adjudged due upon such Notes monies adjudged duethe Consumer Rate Relief Bonds; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCRR Bond Collateral; (iii) exercise any remedies of a secured party under the UCC UCC, the Securitization Law or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the NotesConsumer Rate Relief Bonds; (iv) at the written direction of the Holders of a majority of the Outstanding Amount of the Consumer Rate Relief Bonds, either sell the Trust Estate, CRR Bond Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by lawlaw or elect that the Issuer maintain possession of all or a portion of the CRR Bond Collateral pursuant to Section 5.05 and continue to apply the CRR Charge Collection as if there had been no declaration of acceleration; and (v) make demand upon exercise all rights, remedies, powers, privileges and claims of the ServicerIssuer against the Seller, by written notice, that the Administrator or the Servicer deliver under or in connection with, and pursuant to the Indenture Trustee all Receivable Filesterms of, the Sale Agreement, the Administration Agreement or the Servicing Agreement; provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Trust Estate CRR Bond Collateral following such an Event of Default, other than an Event of Default described in Section 5.1(i) 5.01(i), or (ii), unless: unless (A) all the Noteholders Holders of 100 percent of the Outstanding Amount of the Consumer Rate Relief Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon such Notes the Consumer Rate Relief Bonds for principal 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(e) or (C) the Indenture Trustee determines that the Trust Estate CRR Bond Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Consumer Rate Relief Bonds as they would have become due if the Notes Consumer Rate Relief Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the NotesConsumer Rate Relief Bonds. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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 CRR Bond Collateral for such purpose. The . (b) If an Event of Default under clause (vii) of Section 5.01 shall have occurred and be continuing, the Indenture Trustee, for the benefit of the Secured Parties, shall be entitled and empowered to the extent permitted by applicable law, to institute or participate in Proceedings necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee shall incur no liability 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 sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against only remedy that the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even exercise if the Indenture Trustee accepts the first offer received only Event of Default that has occurred and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannercontinuing is an Event of Default under Section 5.01(vii). (bc) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(e).

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 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 Issuing Entity 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 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; Noteholders; and (iv) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii), unless: unless (A) all the Noteholders Holders of 100% of the principal amount of the Notes Outstanding consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge pay in full all amounts then due the principal of and unpaid upon such the accrued interest on the outstanding Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66 66-2/3% of the Outstanding Amount principal amount of the NotesNotes Outstanding. In determining such sufficiency or insufficiency with respect to clauses (B) and (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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:order of priority set forth in Section 2.8(g). The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may (with the consent of the Facility Administrator) (and shall at the written direction of the Facility Administrator or the Note Majority) do one or more of the following (subject to Section SECTION 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 Issuing Entity 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 the Holders of the Notes;; and (iv) sell the Trust EstateCollateral, 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 (v) make demand upon the ServicerPROVIDED, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, howeverHOWEVER, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate Collateral following an Event of Default, other than an Event of Default described in Section 5.1(iSECTION 5.1(I) or (iiII), unless: (A) all the Noteholders consent in writing thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest and any amounts set forth under SECTION 2.11 of the Sale and Servicing Agreement or (C) the Indenture Trustee determines that the Trust Estate Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the written consent of Holders of 66 66-2/3% of the Outstanding Amount of the each Class of Notes. In determining such sufficiency or insufficiency with respect to clauses CLAUSES (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted not be liable for acting in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at reliance on such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manneran opinion. (b) If the Indenture Trustee collects any money or property pursuant to this Article ARTICLE V, it shall pay out such money or property according to the priorities set forth in the following order:SECTION 2.11

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault has occurred and is continuing, the Indenture Trustee subject to Section 11.16 may with the consent of the Credit Enhancer, and at the direction of the Credit Enhancer shall, do one or more any of the following (subject to Section 5.55.11): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect theretoIndenture, whether by declaration or otherwise, and all amounts payable under the Sale and Servicing Agreement, and enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such on the Notes monies moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCollateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Credit Enhancer, and the Holders of the NotesNoteholders; (iv) sell exercise all rights of the Trust EstateIssuer in connection with the Purchase Agreement and the Sale and Servicing Agreement against the Sponsor, the Depositor, or the Master Servicer or otherwise; and (v) sell any portion thereof of the Collateral or rights or interest thereininterests in it as directed by the Credit Enhancer, at one or more public or private sales called and conducted in any manner permitted by law; and (v) make demand upon . If a Credit Enhancer Default exists at the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee time any consent is required or direction may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in be given under this Section 5.1(i) or (ii5.05(a), unless: (A) all the Noteholders consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of or direction shall be by Holders of 66 2/3representing at least 66(2)/3% of the Outstanding Amount of all Classes instead of by the Notes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannerCredit Enhancer. (b) If the Indenture Trustee collects any money or property pursuant with respect to a Loan Group under this Article VArticle, it shall pay out such the money or property in the following order:order with respect to the Loan Group: FIRST: to the Indenture Trustee for the fee of the Indenture Trustee (separately agreed to between the Master Servicer and the Indenture Trustee) then due and any expenses incurred by it in connection with the enforcement of the remedies under this Article and to the Owner Trustee for the fee of the Owner Trustee (separately agreed to between the Master Servicer and the Owner Trustee) then due and any expenses due to the Owner Trustee under any of the Transaction Documents, each with respect to the relevant Loan Group; SECOND: any premium owing to the Credit Enhancer, with respect to the relevant Loan Group; THIRD: to the Noteholders of the related Classes of Notes for interest due on the related Interest Bearing Notes (except for Basis Risk Carryforward and Cap Shortfalls), pro rata according to the amounts due on those Notes for interest; FOURTH: to the Noteholders of the related Classes of Principal Amount Notes for amounts due for principal (in the case of the Class 2-A Notes, pursuant to the Class 2-A Allocation Convention) until the Note Principal Balances of the applicable Classes of Notes are reduced to zero; FIFTH: to the Noteholders of the unrelated Classes of Notes, any amounts that if they were being paid on a Payment Date pursuant to Section 8.03 would be Crossover Amounts payable on the unrelated Classes of Notes; SIXTH: to the Credit Enhancer, any other amounts owed to the Credit Enhancer under the Insurance Agreement with respect to either Loan Group;

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 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 Issuing Entity 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;; 28 (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) 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 (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; providedPROVIDED, howeverHOWEVER, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii), unless: (A) all the Noteholders consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66 66-2/3% of the Outstanding Amount of the NotesAmount. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.7; SECOND: to Class A Noteholders 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 Class B Noteholders for amounts due and unpaid on the Class B Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class B Notes for interest;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been declared to be due and payable accelerated under Section 5.2 following an Event of Default5.2, the Indenture Trustee may do one or more of the following (subject to Section 5.5): (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 Issuing Entity 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 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;; and (iv) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, provided that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii), unless: unless (A) all the Noteholders Holders of 100% of the Outstanding Amount of the Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders and the Certificateholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest and the Certificate Balance plus accrued interest thereon, or (CC)(1) there has been an Event of Default described in Section 5.1(a) or (b), (2) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and (3) the Indenture Trustee obtains the consent of Holders of 66 66-2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out 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:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may do Trustee, at the direction of the Controlling Party, shall (subject to Section 5.5) exercise any one or more of the following (subject to Section 5.5):remedies, whether sequentially or concurrently: (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 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; (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 NotesSecured Parties; (iviii) 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; (iv) 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 (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that that, if the Indenture Trustee is the Controlling Party, the Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii), unless: (A) all the Noteholders consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or together with any unpaid Reimbursement Amounts and (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee provides prior written notice to the Rating Agencies and the Note Insurer and obtains the consent of Holders of 66 2/3% of the Outstanding Amount of the NotesNote Voting Amount. In determining such sufficiency or insufficiency with respect to clauses (B) and (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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) 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 such money or property in according to the following orderpriorities set forth below:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section SECTION 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 Issuing Entity 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) 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 (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; providedPROVIDED, howeverHOWEVER, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section SECTION 5.1(i) or (ii), unless: (A) all the Noteholders consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66 66-2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clauses CLAUSES (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity Issuer and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article ARTICLE V, it shall pay out such money or property in the following order:: FIRST: to pay the Backup Servicer its accrued and unpaid Backup Servicing Fee; SECOND: to pay the Servicer its accrued and unpaid Servicing Fee; THIRD: to the Indenture Trustee for amounts due under SECTION 6.7; FOURTH: to the Counterparties for due and unpaid Net Swap Payments (including interest on any overdue Net Swap Payments), if any, ratably, without preference or priority of any kind, according to the amount due under each Interest Rate Swap Agreement as Net Swap Payments (including interest on any overdue Net Swap Payments); FIFTH: with the same priority and ratably in proportion to the Outstanding Amount of the Class A Notes and the amounts due under clause (y) of this PARAGRAPH FOURTH, to (x) the Class A Noteholders 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, and (y) the Counterparties to pay any Swap Termination Payments due to them under the Interest Rate Swap Agreements, ratably, without preference or priority of any kind, according to the amounts due as Swap Termination Payments under each Interest Rate Swap Agreement; PROVIDED, that if any money or property remains after making the payments required by the immediately preceding CLAUSE (x), such money or property shall used to pay any remaining Swap Termination Payments due and payable under the Interest Rate Swap Agreements before any such money or property shall be distributed pursuant to PARAGRAPHS SIXTH through TENTH of this SECTION 5.4(b); SIXTH: to Class B Noteholders for amounts due and unpaid on the Class B Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class B Notes for interest;

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault (other than an Event of Default under clause (vii) of Section 5.01) shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Consumer Rate Relief 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 Issuing Entity and Issuer or any other obligor moneys adjudged due upon such Notes monies adjudged duethe Consumer Rate Relief Bonds; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateCRR Bond Collateral; (iii) exercise any remedies of a secured party under the UCC UCC, the Securitization Law or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the NotesConsumer Rate Relief Bonds; (iv) at the written direction of the Holders of a majority of the Outstanding Amount of the Consumer Rate Relief Bonds, either sell the Trust Estate, CRR Bond Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by lawlaw or elect that the Issuer maintain possession of all or a portion of the CRR Bond Collateral pursuant to Section 5.05 and continue to apply the CRR Charge Collection as if there has been no declaration of acceleration; and (v) make demand upon exercise all rights, remedies, powers, privileges and claims of the ServicerIssuer against the Seller, by written notice, that the Administrator or the Servicer deliver under or in connection with, and pursuant to the Indenture Trustee all Receivable Filesterms of, the Sale Agreement, the Administration Agreement or the Servicing Agreement; provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Trust Estate CRR Bond Collateral following such an Event of Default, other than an Event of Default described in Section 5.1(i) 5.01(i), or (ii), unless: unless (A) all the Noteholders Holders of 100 percent of the Outstanding Amount of the Consumer Rate Relief Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders Holders are sufficient to discharge in full all amounts then due and unpaid upon such Notes the Consumer Rate Relief Bonds for principal 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(e) or (C) the Indenture Trustee determines that the Trust Estate CRR Bond Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Consumer Rate Relief Bonds as they would have become due if the Notes Consumer Rate Relief Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the NotesConsumer Rate Relief Bonds. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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 CRR Bond Collateral for such purpose. The . (b) If an Event of Default under clause (vii) of Section 5.01 shall have occurred and be continuing, the Indenture Trustee, for the benefit of the Secured Parties, shall be entitled and empowered to the extent permitted by applicable law, to institute or participate in Proceedings necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee shall incur no liability 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 sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against only remedy that the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even exercise if the Indenture Trustee accepts the first offer received only Event of Default that has occurred and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannercontinuing is an Event of Default under Section 5.01(vii). (bc) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(e).

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing, and the Notes have been declared accelerated pursuant to be due and payable under Section 5.2 following an Event of Default5.2, the Indenture Trustee may do one or more of the following (subject to Section 5.55.15): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such Notes monies moneys adjudged due;; or (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; or (iviii) cause the Issuer to sell the Trust Estate, all or any portion thereof of the Collateral (or rights interests therein) to the Sellers pursuant to and to the extent provided in the repurchase provisions of Section 2.7 of the Sale and Servicing Agreement (which provisions relate to an obligation to repurchase Contract Payments if certain representations or interest thereinwarranties of the Sellers are inaccurate in a material respect, at one if certain Liens encumber the Contract Payments or more public if the NMCI Contract is terminated for cause ) or private sales called otherwise, which sale shall be made in a manner which does not violate the Federal Assignment of Xxxxxx Xxx, 00 X.X.X. §0000, and conducted Assignment of Xxxxxxxxx Xxx, 00 X.X.X. §00), it being understood that any such sale must be made in a manner that takes into account and does not impair the right of the NMCI Contract Obligor to acquire the Subject Equipment to which the lien of this Indenture attaches pursuant to Section 1.2.2 of the NMCI Contract or in any manner permitted by law; and (v) make demand upon whatsoever impair, affect or limit the Servicerright of the NMCI Contract Obligor to use the Subject Equipment as contemplated by, by written notice, that pursuant to and in accordance with the Servicer deliver to the Indenture Trustee all Receivable FilesNMCI Contract; provided, however, that the Indenture Trustee may not sell or otherwise liquidate exercise the Trust Estate following an Event of Default, other than an Event of Default remedy described in Section 5.1(isubparagraph (iii) above unless (1) the Noteholders representing 100% of the principal balance of the Outstanding Notes consent in writing thereto, or (ii), unless: (A) all the Noteholders consent thereto, (B2) the Indenture Trustee determines that any proceeds of such sale or liquidation exercise distributable to the Noteholders are will be sufficient to discharge in full all amounts then due and unpaid upon such the Notes for principal and interest and is directed to exercise this remedy by all Managing Agents. The remedies provided in this Section 5.4(a) are the exclusive remedies provided to the Noteholders with respect to the Collateral and each of the Noteholders (by their acceptance of their respective interests in the Notes) or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or hereby expressly waive any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price other remedy that might have been obtained, even if available under the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannerapplicable UCC. (b) If the Indenture Trustee collects any money or property pursuant to this Article VV following the acceleration of the Notes pursuant to Section 5.2 (so long as such a declaration shall not have been rescinded or annulled), it shall pay out such the money or property in the following order:: FIRST: to the Indenture Trustee for amounts due to it pursuant to Section 6.7; and SECOND: unless otherwise specified in the related Indenture Supplement, to the Servicer for distribution in accordance with Article VIII with such amounts being deemed to be Collections. (c) The Indenture Trustee may, upon notification to the Issuer, 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 or send by facsimile, at the expense of the Servicer, to each such 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 to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.57.05): (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 Bonds or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, obtained and collect from the Issuing Entity Issuer and any other obligor upon such Notes monies Bonds 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 NotesBonds; (iv) sell the Trust Estate, or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and; (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Filesfiles maintained by the Servicer with respect to the Land Lease Assets; providedand (vi) (A) (I) vote or exercise any or all of the Issuer’s rights or powers under the LLE Operating Agreements, howeverincluding any rights or powers to manage or control the Land Lease Entities and receive dividends and distributions therefrom (net of Asset Level Expenses); (II) demand, xxx for, collect or receive any money or property at any time payable to or receivable by the Issuer on account of or in exchange for all or any part of the Membership Interests; (III) cause any action at law or suit in equity or other proceeding to be instituted and prosecuted to collect or enforce any obligations or rights related to ownership of the Membership Interests or the Issuer’s interests in the Land Lease Asset Documents or foreclose or enforce the security interest in all or any part of the Membership Interests or to enforce any other legal or equitable right vested in it by this Indenture or by applicable law; (IV) sell or otherwise dispose of any or all of the Membership Interests or cause the Membership Interests to be sold or otherwise disposed of in one or more sales or transactions, at such prices as the Indenture Trustee may deem commercially reasonable, and for cash or on credit or for future delivery, without assumption of any credit risk at any broker’s board or at public or private sale, without demand of performance or notice of the time or place of sale (except such notice as is required by applicable law and cannot be waived, which notice shall be in accordance with the provisions hereof), it being agreed that the Indenture Trustee may not sell or otherwise liquidate be a purchaser on behalf of the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii), unless: (A) all the Noteholders consent thereto, (B) the proceeds of Bondholders at any 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) that the Indenture Trustee determines or any other Person who may be the purchaser of any or all of the Membership Interests so sold shall thereafter hold the same absolutely free from any claim or right of whatsoever kind, including any equity of redemption, of the Issuer, any such demand, notice or right and equity being hereby expressly waived and released to the extent permitted by applicable law; (V) perform any obligation of the Issuer hereunder or under any other Transaction Document, the LLE Operating Agreements and the Land Lease Asset Documents; or (VI) take any other action that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains deems necessary or desirable to protect or realize upon its security interest in the consent of Holders of 66 2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate Membership Interests or any part thereof at any sale thereof. If, pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each applicable law, prior notice of any such action is required to be given to the Issuing Entity Issuer, the Issuer hereby acknowledges and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact agree that the price at which the Trust Estate may have been sold at minimum time required by such sale was less than the price that might have been obtainedlaws, even or if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offereeno minimum is specified, so long as such sale is conducted in of ten (10) Business Days, shall be deemed a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:notice period;

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing for any Series, and the Notes of such Series have been accelerated under Section 5.03, the Indenture Trustee may shall (subject to Sections 5.06 and 11.15), do one or more of the following (subject to Section 5.5):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 and O/C Certificate of the affected Series or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity 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 Principal Receivables, in an amount not to time exceed the Allocation Amount for the complete or partial foreclosure accelerated Series, and the related Finance Charge Receivables, as shall constitute a part of this Indenture with respect to the Trust Estate; 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) 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 (viii) make demand upon take any other appropriate action to protect and enforce the Servicer, by written notice, that the Servicer deliver to rights and remedies of the Indenture Trustee all Receivable Filesor the Noteholders or O/C Holder of the accelerated Series hereunder; provided, however, that the Indenture Trustee may not sell or otherwise liquidate exercise the Trust Estate following an Event of Default, other than an Event of Default described remedy in Section 5.1(i) or subparagraph (ii), unless: ) above unless (A) all the Noteholders Holders of 100% of the Outstanding principal amount of the Notes of the accelerated Series consent thereto, (B) the Indenture Trustee determines that (the Indenture Trustee may rely upon the opinion of an Independent investment banking firm) the proceeds of such sale or liquidation 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 will may not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Holders of not less than 66 2/3% of the Outstanding Amount principal amount of the NotesNotes of each Class of such affected Series. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (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 such the money or property in the following order:order (unless otherwise provided in the related Indenture Supplement): FIRST: to the Indenture Trustee, the Paying Agent and the Note Registrar for amounts due pursuant to Section 6.07; SECOND: to Holders of Notes of such Series for amounts due and unpaid on such Notes for interest, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind except for preferences or priorities specified in and in accordance with the related Indenture Supplement, according to the amounts due and payable on such Notes for interest according to the terms of the related Indenture Supplement; THIRD: to Holders of Notes of such Series for amounts due and unpaid on such Notes for principal, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind except for preferences or priorities specified in and in accordance with the related Indenture Supplement, according to the amounts due and payable on such Notes for principal according to the terms of the related Indenture Supplement; FOURTH: to Holders of Notes of such Series for amounts, if any, that remain owing to such Holders of Notes of such Series after the applications of amounts described in SECOND and THIRD above, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind except for preferences or priorities specified in and in accordance with the related Indenture Supplement, according to the amounts remaining due and payable on such Notes according to the terms of the related Indenture Supplement; FIFTH: to any Series Enhancer, if any, for such Series for amounts due and unpaid to such Series Enhancer under the Series Enhancement, in respect of which or for the benefit of which such money has been collected, according to the terms of the Series Enhancement; SIXTH: to the O/C Holder, if any, for amounts due and unpaid to the O/C Holder in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind except for preferences or priorities specified in accordance with the related Indenture Supplement, according to the amounts remaining due and payable on the O/C Certificate according to the terms of the related Indenture Supplement; and SEVENTH: to the Issuer, free and clear of the lien of this Indenture, for distribution pursuant to the Trust Agreement. (c) After the application of money or property referred to in Section 5.05(b) for an accelerated Series, amounts then held in the Collection Account or Series Accounts for such Series and any amounts available under the Series Enhancement for such Series shall be used to make payments to the Holders of the Notes of such Series and the Series Enhancer for such Series in accordance with the terms of this Indenture, the related Indenture Supplement and the Series Enhancement for such Series. Following the sale of the Trust Estate (or portion thereof) for a Series and the application of the proceeds of such sale to such Series and the application of the amounts then held in the Collection Account and any Series Accounts for such Series as are allocated to such Series and any amounts available under the Series Enhancement for such Series, such Series shall no longer be entitled to any allocation of Collections or other property constituting the Trust Estate under this Indenture and the Notes of such Series shall no longer be Outstanding. (d) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such record date, the 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 and the Notes have been declared to be due and payable accelerated under Section 5.2 following an Event of Default5.2(a), the Indenture Trustee may do one or more of the following (subject to Section 5.5): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then due and payable on the Notes or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Owner Trustee or the Owner Trust Estate 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) 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; and (v) make demand upon law or elect to have the Servicer, by written notice, that Owner Trustee maintain possession of the Servicer deliver Receivables and continue to the Indenture Trustee all Receivable Filesapply collections on such Receivables as if there had been no declaration of acceleration; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of DefaultDefault and acceleration of the Notes, other than an Event of Default described in Section 5.1(i) or (ii), unless: unless (A) the Holders of all of the Noteholders aggregate Outstanding Amount of the Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due the principal of and unpaid upon the accrued interest on the Notes, in each case as of the date of such Notes for principal and interest sale or liquidation or (C) (i) there has been an Event of Default under Section 5.1(a), (b) or (c) or otherwise arising from a failure to make a required payment of principal on any Notes, (ii) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as and when they would have become due if the Notes had not been declared due and payable, payable and (iii) the Indenture Trustee obtains the consent of Holders of 66 2/3% a majority of the aggregate Outstanding Amount of the Voting Notes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out or deposit such money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.7; and SECOND: to the Collection Account, for distribution pursuant to Section 9.02 of the Pooling and Servicing Agreement and Section 8.2(c).

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault (other than an Event of Default under clause (vii) of Section 5.01) shall have occurred and be continuing with respect to a Series, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Rate Stabilization Bonds of such Series 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 Issuing Entity and Issuer or any other obligor moneys adjudged due upon such Notes monies adjudged dueRate Stabilization Bonds; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust EstateSeries Rate Stabilization Bond Collateral; (iii) exercise any remedies of a secured party under the UCC UCC, the Rate Stabilization Law or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the NotesRate Stabilization Bonds of such Series; (iv) at the written direction of the Holders of a majority of the Outstanding Amount of the Rate Stabilization Bonds of such Series, sell the Trust Estate, Series Rate Stabilization Bond Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and (v) make demand upon exercise all rights, remedies, powers, privileges and claims of the ServicerIssuer against the Seller, by written noticethe Administrator, that BGE or the Servicer deliver under or in connection with, and pursuant to the Indenture Trustee all Receivable Filesterms of, the Sale Agreement, the Administration Agreement or the Servicing Agreement; provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Trust Estate Rate Stabilization Bond Collateral following such an Event of Default, other than an Event of Default described in Section 5.1(i) 5.01(i), or (ii), unless: with respect to any Series unless (A) the Holders of 100 percent of the Outstanding Amount of the Rate Stabilization Bonds of all the Noteholders Series consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders Holders of all Series are sufficient to discharge in full all amounts then due and unpaid upon such Notes Rate Stabilization Bonds for principal 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(e) or (C) the Indenture Trustee determines that the Trust Estate Rate Stabilization Bond Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Rate Stabilization Bonds of all Series as they would have become due if the Notes Rate Stabilization Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the NotesRate Stabilization Bonds of all Series. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), the Indenture Trustee may, but need not, obtain (at the Issuer’s expense) 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 Rate Stabilization Bond Collateral for such purpose. The . (b) If an Event of Default under clause (vii) of Section 5.01 shall have occurred and be continuing, the Indenture Trustee, for the benefit of the Secured Parties of the related Series, shall be entitled and empowered to the extent permitted by applicable law, to institute or participate in Proceedings necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee shall incur no liability 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 sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against only remedy that the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even exercise if the Indenture Trustee accepts the first offer received only Event of Default that has occurred and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable mannercontinuing is an Event of Default under Section 5.01(vii). (bc) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in accordance with the following order:priorities set forth in Section 8.02(e).

Remedies; Priorities. (a) If the Notes have been declared to be immediately due and payable under Section 5.2 following an Event of Default, the Indenture Trustee may do may, or at the written direction of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall, [upon prior notice to the Swap Counterparty,] take one or more of the following actions as so directed (subject to Section 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 Issuing Entity 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;Noteholders; and (iv) sell the Trust Estate, 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate at the direction of the Holders following an Event of Default, other than an Event of Default described in Section 5.1(i5.1 (i) or (ii), unless: unless [(AX)](A) all the Noteholders Holders of 100% of the Note Balance consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are will be sufficient to discharge pay in full the Note Balance and all amounts then due and accrued but unpaid upon such interest on the Outstanding Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared 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 Outstanding Amount Note Balance of the NotesControlling Class [and (Y)(A) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of all amounts (including any termination payments) owed to the Swap Counterparty under the Swap Agreement or (B) the Swap Counterparty shall have otherwise consented to the sale or liquidation of the Trust Estate]. In determining such sufficiency or insufficiency with respect to clauses [(BX)](B) and [(C)X)](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. The . (b) Notwithstanding the provisions of Section 2.8 or Section 8.2, if the Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate collects any money or any part thereof at any sale property pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of and the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may Notes have been sold at such sale was less than the price that might have been obtainedaccelerated, even it (or, if the Indenture Trustee accepts is not the first offer received Paying Agent, the Paying Agent) shall pay out such money or property (and does other amounts, including all amounts held on deposit in the Reserve Account, [except that amounts withdrawn from the Reserve Account will not offer be distributed to the Certificateholders, used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)] 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 related Collection Period plus any amounts due in connection with indemnification of the Backup Servicer plus] if the [Backup Servicer][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 [Backup Servicer][Indenture Trustee] as Successor Servicer and not paid pursuant to Section [7.3] of the Sale and Servicing Agreement plus, if the [Backup Servicer][Indenture Trustee] 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; (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 Estate Agreement not previously paid by the Servicer; [and (C) to more than one offereethe Asset Representations Reviewer, so long all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer; (iii) [third, to the Swap Counterparty, the Monthly Net Swap Payment Amount for such Distribution Date;] (iv) fourth, on a pro rata basis, [(A)] to the Class A Noteholders, the Total Note Interest for each Class of the Class A Notes [and (B) to the Swap Counterparty, any Senior Swap Termination Payment Amount]; (v) fifth, 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 sale is conducted Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in a commercially reasonable mannerfull; (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; (vi) sixth, 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; (vii) seventh, if the [Backup Servicer][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; (viii) [eighth, to the Swap Counterparty, any Subordinate Swap Termination Payment Amount;] and (ix) ninth, to the Certificateholders, any remaining amounts. (bc) If 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 such 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 [and the Swap Counterparty] 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 and the Notes have been declared to be due and payable accelerated under Section 5.2 following an Event of Default5.2(a), the Indenture Trustee may (but shall not be required to) do one or more of the following (subject to Section 5.5): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then due and payable on the Notes or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity 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;Noteholders; and (iv) 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; and (v) make demand upon law or elect to have the ServicerIssuer maintain possession of the Trust Estate, by written noticeincluding the Receivables included therein, that the Servicer deliver and continue to the Indenture Trustee all Receivable Filesapply Collections on such Receivables as if there had been no declaration of acceleration; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event Default and acceleration of Default described in Section 5.1(i) or (ii)the Notes, unless: (A) the Holders of all of the Noteholders aggregate Outstanding Amount of the Notes and the Holders of Certificates representing all of the Voting Interests consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders Securityholders are sufficient to discharge in full all amounts then due the principal of and unpaid upon the accrued interest on the Notes and the Certificate Balance of and accrued interest on the Certificates, in each case as of the date of such Notes for principal and interest sale or liquidation or (C) (i) there has been an Event of Default under Section 5.1(a), (b) or (c) or otherwise arising from a failure to make a required payment of principal on any Notes, (ii) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as and when they would have become due if the Notes had not been declared due and payable, payable and (iii) the Indenture Trustee obtains the consent of Holders of 66 2/3% a majority of the aggregate Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:: FIRST: to the Indenture Trustee for amounts due under Section 6.7; and SECOND: to the Collection Account for distribution pursuant to Section 4.5 of the Trust Sale and Servicing Agreement, with such amounts being deemed to be Available Trust Principal and Available Trust Interest in the same proportion as the outstanding principal balance of the Notes bears to the accrued and unpaid interest on the Notes (and, if any series of Notes has Specified Support Arrangements, the amount unpaid under such Specified Support Arrangement).

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may may, but shall not be obligated to, do one or more of the following (subject to Section 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 Issuing Entity 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 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;Noteholders and Swap Counterparties; and (iv) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii), unless: unless (A) all the Noteholders Holders of 100% of the principal amount of the Notes Outstanding, voting as a group, consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge pay in full the principal of and the accrued interest on the outstanding Notes and all amounts then payments due and unpaid upon such Notes for principal and interest payable (including any Swap Termination Payments) pursuant to the Interest Rate Swap Agreements, or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66 66-2/3% of the Outstanding Amount principal amount of the NotesNotes Outstanding, voting as a group. In determining such sufficiency or insufficiency with respect to clauses (B) and (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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:order of priority set forth in Section 2.8(f). (c) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing and result in the acceleration of the Notes, the Indenture Trustee shall make payments on the Notes and to the Owner Trustee as set forth in Section 5.06(d) of the Sale and Servicing Agreement, rather than pursuant to Section 5.06(c) thereof. (b) If the Indenture Trustee, in compliance with Section 5.04(a), is deemed to have a conflict of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee. (c) In accordance with Section 5.04(b), if an Event of Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (i1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity Issuer, the Swap Counterparty and any other obligor upon such Notes monies moneys adjudged due; (ii2) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of Noteholders and the Notes;Swap Counterparty; and (iv4) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(a) or (iib), unless: unless (A) the Holders of 100% of the Outstanding Amount of the Notes, voting as a single class, consent thereto (but excluding for purposes of such vote all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates, unless at such time all of the Noteholders consent theretoNotes are held or beneficially owned by NMAC, NARC II and their Affiliates), or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such the Notes for principal and interest and all amounts due to the Swap Counterparty under each Interest Rate Swap Agreement, or (C) the Indenture Trustee determines that the Trust Estate will may not continue to provide sufficient funds for the payment on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of a 66 2/3% of the Outstanding Amount of the Notes, voting as a single class (but excluding for purposes of such vote all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates, unless at such time all of the Notes are held or beneficially owned by NMAC, NARC II and their Affiliates). In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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. . (d) The Indenture Trustee shall incur no liability as may fix a result of the sale of the Trust Estate or record date and payment date for any part thereof at any sale payment to Noteholders pursuant to this Section 5.4 conducted in a commercially reasonable mannerSection. Each of At least 15 days before such record date, the Issuing Entity Issuer shall mail to each Noteholder and Holders hereby waives any claims against the Indenture Trustee arising by reason of a notice that states the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtainedrelated record date, even if the Indenture Trustee accepts the first offer received payment date and does not offer the Trust Estate amount to more than one offeree, so long as such sale is conducted in a commercially reasonable mannerbe paid. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee subject to the provisions of Section 10.17, hereof, and with respect to the Class A-1 Notes or Class G Certificates, so long as there is no current Insurer Default under the Policy, at the written direction of the Insurer or the Holders of the majority of the aggregate Note Principal Balance of the Class A-1 Notes or aggregate Certificate Principal Balance of the Class G Certificates, with the consent of the Insurer may do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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 NotesNoteholders; (iv) 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 (v) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; . provided, however, that the Indenture Trustee may not must sell or otherwise liquidate the Trust Estate following an Event of Default, other if (i) the Holders of the Notes representing not less than an Event a majority of Default described in Section 5.1(i) the Voting Rights 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 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 Indenture Trustee determines that the Trust Estate 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 Holders of 66 2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clauses clause (BA) and (CB), 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. The Indenture Trustee shall incur no liability Notwithstanding the foregoing, so long as a result of the sale Servicing Default has not occurred, any Sale of the Trust Estate or shall be made subject to the continued servicing of the Loans by the Servicer as provided in the Servicing Agreement. The Indenture Trustee may fix a record date and Payment Date for any part thereof at any sale payment to Noteholders pursuant to this Section 5.4 conducted in a commercially reasonable manner5.04. Each of the Issuing Entity and Holders hereby waives any claims against At least 15 days before such record date, the Indenture Trustee arising by reason of shall mail to each Noteholder a notice that states the fact that record date, the price at which Payment Date and the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate amount to more than one offeree, so long as such sale is conducted in a commercially reasonable mannerbe paid. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.5): (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 Issuing Entity 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;; and (iv) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise other-wise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii), unless: unless (A) all the Noteholders Holders of 100% of the Outstanding Amount of the Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66 66-2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out 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 to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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;; and (iv) after an acceleration of the maturity of the Notes pursuant to Section 5.02, 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, provided that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than Default pursuant to clause (iv) above unless: (A) the Event of Default is of the type described in Section 5.01(i) or (ii); or (B) with respect to an Event of Default described in Section 5.1(i5.01(iii): (i) or the Noteholders of all Outstanding Notes consent thereto; or (ii), unless: (A) all the Noteholders consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge pay in full all amounts then due the principal of and unpaid upon such accrued interest on the Outstanding Notes for principal and interest or at the date of sale; or (C) with respect to any Event of Default described in Section 5.01(iv) and (v): (i) the Indenture Trustee determines that Noteholders of all Outstanding Notes of the Trust Estate will not continue Controlling Class consent thereto; or (ii) the proceeds of such sale or liquidation are sufficient to provide sufficient funds for pay in full the payment of principal of and the accrued interest on the Notes as they would have become due if the Notes had not been declared due and payable, and Outstanding Notes; or (iii) 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 clauses (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property in the following orderTrustee:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been declared to be due and payable accelerated under Section 5.2 following an Event of Default5.2(a), the -------------- Indenture Trustee may (but shall not be required to) do one or more of the following (subject to Section 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 of acceleration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity 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;Noteholders; and (iv) sell the portions of the related Trust EstateEstate allocated to that Series, 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 law or elect to have the Issuer maintain possession of the Trust Estate, including the Receivables included therein, and continue to apply Collections on such Receivables as if there had been no declaration of acceleration (v) make demand upon although the Servicer, Early Amortization Period commenced by written notice, that declaration shall continue unless the Servicer deliver to the Indenture Trustee all Receivable Filesdeclaration is rescinded); provided, -------- however, that the Indenture Trustee may not sell or otherwise liquidate an ------- interest in the Trust Estate following an Event of DefaultDefault and acceleration of the Notes, other than an Event of Default described in Section 5.1(i) or (ii), unless: unless (A) all the Noteholders Holders of a majority of aggregate outstanding principal amount of the Controlling Class of the Notes of the affected Series consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders and the Residual Interestholder are sufficient to discharge in full all amounts then due the principal of and unpaid upon the accrued interest on the Notes of the affected Series as of the date of such Notes for principal and interest sale or liquidation or (C) (i) there has been an Event of Default under Section ------- 5.1(a), (b) or (c) or otherwise arising from a failure to make a required ------ --- --- payment of principal on any Notes, (ii) the Indenture Trustee determines that the Trust Estate will not continue is reasonably unlikely to provide sufficient funds for the payment of principal of and interest on the Notes as and when they would have become due if the Notes had not been declared due and payable, payable and (iii) the Indenture Trustee obtains the consent of Holders of 66 2/3% a majority of the Outstanding Amount aggregate outstanding principal amount of the Controlling Class of such Series of Notes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the --------- following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may may, and at the direction of Holders of Priority Class Notes representing a majority of the Outstanding Balance thereof shall, do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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 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;; and (iv) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate any Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(i) or (ii), unless: unless (A) all the Noteholders Holders of 100% of the Outstanding Balance or Percentage Interest of the Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines based on information provided by the Securities Administrator that the Trust Estate Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding Amount Voting Interests of the Notes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may may, and at the direction of Holders of Priority Class Notes representing a majority of the Outstanding Balance thereof shall, do one or more of the following (subject to Section 5.55.05): (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 Issuing Entity 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 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;; and (iv) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate any Collateral following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(i) or (ii), unless: unless (A) all the Noteholders Holders of 100% of the Outstanding Balance or Percentage Interest of the Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines based on information provided by the Securities Administrator that the Trust Estate Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66 66-2/3% of the Outstanding Amount Voting Interests of the Notes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such the money or property in the following order:: first: in the following order, to the Indenture Trustee, for any costs or expenses, including any reasonable out-of-pocket attorneys’ fees, incurred by it in connection with the enforcement of the remedies provided for in this Article V and for any other unpaid amounts due to the Indenture Trustee hereunder; to the Administrator for any amounts due and owing to it under the Administration Agreement; to the Custodian, the Securities Administrator and the Master Servicer, to the extent of any fees and expenses due and owing to each of them under the Transfer and Servicing Agreement; and to the Owner Trustee, to the extent of any fees and expenses due and owing to it (including pursuant to Section 7.03 of the Trust Agreement) and for any other unpaid amounts due to the Owner Trustee hereunder or under the Transfer and Servicing Agreement; second: to the Master Servicer and the Servicer for any Servicing Fees then due and unpaid and any unreimbursed Monthly Advances and other servicing advances; third: to the applicable parties, any other outstanding expenses of the Trust remaining unpaid;

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee Trustee, subject to the provisions of Section 10.16 hereof, may do one or more of the following (subject to Section 5.55.04): (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 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 Indenture Trust Estate; (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;; and (iviii) sell the Indenture 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii), unless: unless (A) all the Noteholders Holders of 100% of the Security Balances of the Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to Holders of the Noteholders Notes are sufficient to discharge in full all amounts then due and unpaid upon such the Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate Series 1997-2 Participation Interest will not continue to provide sufficient funds for the payment of principal of and interest on the Notes 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 not less than 66-2/3% of the Outstanding Amount Security Balances of the Notes. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C), the Indenture Trustee may, but need not, obtain and 39 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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall deposit such money into the Payment Account and pay out such the money or property in the following order:

Remedies; Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of DefaultDefault shall have occurred and be continuing, the Indenture Trustee may shall, so long as no Insurer Default shall have occurred and be continuing, at the written direction of the Insurer, or, if an Insurer Default shall have occurred and be continuing, at the written direction of the Holders of Notes evidencing not less than 66 2/3% of the Note Balance, do one or more of the following actions as so directed (subject to Section 5.5Sections 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 to the Insurer or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, obtained and collect from the Issuing Entity 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 any other remedy available to the Indenture Trustee and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee on behalf of the Noteholders and the Holders of the Notes;Insurer under this Indenture; and (iv) 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; and (v) make demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate at the direction of the Insurer following an Event of Default, other than an Event of Default described in Section 5.1(i5.01(i) or (ii), unless: unless the proceeds of such sale or liquidation will be sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest; provided, further, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate at the direction of the Holders following an Event of Default, other than an Event of Default described in Section 5.01(i) or (ii), unless (A) all the Noteholders Holders of 100% of the Note Balance consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes Securities for principal and interest and all amounts due to the Insurer under the Insurance Agreement or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of Notes evidencing not less than 66 2/3% of the Outstanding Amount of the NotesNote Balance. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (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. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. (b) If the Indenture Trustee collects any money or property pursuant to this Article VArticle, it shall pay out such the money or property in the following orderorder and priority: (i) to the Indenture Trustee and the Owner Trustee, any amounts due under the Trust Agreement or Section 6.07 hereof; (ii) to the Master Servicer, all accrued but unpaid Servicing Fees under the Sale and Servicing Agreement; provided, however, that to the extent the Master Servicer fails to pay the related Subservicer Fee, including any unpaid Subservicer Fee for previous Collection Periods, to the Subservicer, an amount equal to the lesser of the amount otherwise payable to the Master Servicer and the amount owing to the Subservicer will instead be paid to the Subservicer and the remainder of such amount, if any, will be paid to the Master Servicer; (iii) to the Holders of the Notes of each Class, the Note Interest Distributable Amount ratably in proportion to the Note Interest Distributable Amount for each Class at their respective Interest Rates; (iv) to the Holders of Notes of all Classes, the outstanding principal amount of the Notes, pro rata in proportion to the outstanding principal amount of each Class; (v) to the Holders of Certificates, all accrued but unpaid interest on the Certificates; (vi) to the Holders of Certificates, the outstanding principal balance of the Certificates; (vii) to the Insurer, all overdue Insurance Premiums; (viii) to the Insurer, the aggregate amount of any unreimbursed payments under the Insurance Policy, including any amount deposited by the Insurer pursuant to Section 5.02(d) or (e), plus accrued interest on any unreimbursed payments under the Insurance Policy, including any amount deposited by the Insurer pursuant to Section 5.02(d) or (e), at the rate provided in the Insurance Agreement plus any other amounts due the Insurer under the Insurance Agreement and any other Basic Document plus any unreimbursed Insurer Defense Costs; (ix) to the Subservicer, for any remaining amounts due and unpaid in respect of the Subservicer Fee under the Sale and Servicing Agreement; and (x) to the Seller, as holder of the Residual Interest, any remaining money or property. The Indenture Trustee may fix a record date and distribution 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 distribution date and the amount to be paid.