Common use of Remedies; Priorities Clause in Contracts

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a), the Indenture Trustee may, or at the written direction of the majority of the Holders of the Notes of the Controlling Class, shall do one or more of the following (subject to Sections 5.3 and 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 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 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 Noteholders; (iv) sell or otherwise liquidate the 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction of the Noteholders following an Event of Default and acceleration of the Notes, unless (i) (A) the Holders of all of the aggregate 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 the principal of and the accrued interest on the Notes, at the date of such sale or liquidation or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral 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, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior thereto. 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 Collateral or the assets of the Grantor Trust, as applicable, for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account in accordance with, and in the order of priority set forth in, Section 2.7(f) hereof.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)declared to be immediately due and payable following an Event of Default, the Indenture Trustee may, or and at the written direction of the majority Noteholders representing not less than 51% of the Holders of the Notes Note Balance of the Controlling ClassClass shall, shall do take one or more of the following action (subject to Sections 5.3 5.02 and 5.55.05): (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, obtained and collect from the Issuing Entity Issuer and any other obligor upon on 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 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 Noteholders;Holders of the Notes; and (iv) sell or otherwise liquidate the 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables 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 lawApplicable Law; provided, however, notwithstanding anything else herein to the contrary, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction of the Noteholders following an Event of Default, other than an Event of Default and acceleration of the Notesdescribed in Section 5.01(a) or (b), unless (i) unless: (A) the Holders of all Noteholders representing 100% of the aggregate Outstanding Amount of the Notes Note Balance consent thereto or thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are will be sufficient to discharge pay in full the all amounts then due and unpaid on such Notes in respect of principal of and the accrued interest on the Notesinterest, at the date of such sale or liquidation or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral 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 immediately due and payable, and (z) the Indenture Trustee obtains the consent of Holders of 66 the Noteholders representing 66-2/3% of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoNote Balance. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C)) above, the Indenture Trustee may, at the Issuer’s 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 Collateral or the assets of the Grantor Trust, as applicable, for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If the Indenture Trustee collects any money or property pursuant to this Article Vas a result of selling or liquidating the Collateral, it shall, or shall direct the Paying Agent to, pay out such money or property property, together with all other Available Funds Collections and all amounts on deposit in the Collection AccountTrust Accounts, on the related Payment Date or other date fixed pursuant to Section 5.04(c) in the following order of priority: (i) first, to the Indenture Trustee, the Note Distribution AccountOwner Trustee, the Reserve Account Administrator, the Asset Representations Reviewer and the Issuer, any accrued and unpaid fees, indemnity payments and reasonable expenses permitted under the Basic Documents; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees and to any Backup Servicer, the Backup Servicing Fee and all unpaid Backup Servicing Fees, if any, with respect to prior Collection Periods; (iii) third, pro rata, to the Holders of the Class A-1 Notes, the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes and the Holders of the Class A-4 Notes, the Accrued Class A-1 Note Interest, the Accrued Class A-2 Note Interest, the Accrued Class A-3 Note Interest and the Accrued Class A-4 Note Interest, respectively; (iv) fourth, if (A) the Receivables have been sold after an Event of Default has occurred or (B) an Event of Default described in Section 5.01(a), (b) or (d) has occurred, in the following order of priority: (A) to the Holders of the Class A-1 Notes in respect of principal thereon until the Class A-1 Notes have been Paid in full; (B) pro rata, to the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes and the Holders of the Class A-4 Notes, in respect of principal thereon, until the Class A-2 Notes, the Class A-3 Notes and the Class N Reserve Account A-4 Notes have been Paid in accordance withfull; (C) to the Holders of the Class B Notes, the Accrued Class B Note Interest; (D) to the Holders of the Class B Notes in respect of principal thereon until the Class B Notes have been Paid in full; (E) to the Holders of the Class C Notes, the Accrued Class C Note Interest; (F) to the Holders of the Class C Notes in respect of principal thereon until the Class C Notes have been Paid in full; (v) fifth, if an Event of Default other than that described in clause (iv) directly above has occurred and the Receivables have not been sold after such Event of Default has occurred, in the following order of priority set forth inpriority: (A) to the Holders of the Class B Notes, Section 2.7(fthe Accrued Class B Note Interest; (B) hereofto the Holders of the Class C Notes, the Accrued Class C Note Interest; (C) to the Holders of the Class A-1 Notes in respect of principal thereon until the Class A-1 Notes have been Paid in full; (D) pro rata, to the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes and the Holders of the Class A-4 Notes, in respect of principal thereon, until the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes have been Paid in full; (E) to the Holders of the Class B Notes in respect of principal thereon until the Class B Notes have been Paid in full; (F) to the Holders of the Class C Notes in respect of principal thereon until the Class C Notes have been Paid in full; (vi) sixth, any remaining funds shall be distributed to the Certificateholders. (c) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Indenture Trustee shall mail to each Noteholder and the Servicer a notice that states the record date, the payment date and the amount to be paid.

Remedies; Priorities. (a) If an Event of Default shall have has occurred and be continuing is continuing, and the Notes have been accelerated under declared due and payable and such declaration and its consequences have not been rescinded and annulled, subject to the provisions of Section 5.2(a)11.15 hereof, the Indenture Trustee may, or at the written direction of the majority of the Holders of the Notes of the Controlling Class, shall may do one or more of the following (subject to Sections 5.3 the provisions of this Section 5.04 and 5.5Section 5.15): (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 moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Indenture Collateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;Holders of the Notes; and (iv) sell or otherwise liquidate the Indenture Collateral 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner matter permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Indenture Collateral or cause following and during the Grantor Trust to liquidate the Receivables at the direction continuance of the Noteholders following an Event of Default and acceleration of the Notes, unless (i) (A) the Holders of all of the aggregate Outstanding Amount of the Notes consent thereto have been declared or otherwise become immediately due and payable in accordance with Section 5.02 and such declaration or acceleration and its consequences have not been rescinded and annulled and (B) either (1) the proceeds of such sale Sale or liquidation are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest (including any interest payable pursuant to Section 7.05(a)(6) or 7.05(c)(4)), (2) the Trustee determines that the Indenture Collateral would not be sufficient on an ongoing basis to make all payments on the Notes as those payments would have become due had the Notes not been declared due and payable and the Super-Majority Noteholders (excluding Notes held by the Trust Depositor, the Seller, the Servicer or any of their respective affiliates) consent to such Sale or (3) 100% of the holders of the outstanding Notes (excluding Notes held by the Trust Depositor, the Seller, the Servicer or any of their respective affiliates) consent to such Sale. In determining whether the proceeds of such Sale or liquidation distributable to the Noteholders and the other parties entitled thereto are sufficient to discharge in full the principal of and the accrued interest on the Notes, at the date of such sale or liquidation or amounts referenced in clause (CB)(1) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral 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, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior thereto. In determining such sufficiency or insufficiency with respect to clauses (B) and (C)above, the Indenture Trustee may, but need not, obtain obtain, at the Issuer’s expense, and rely upon an opinion of an Independent independent accountant or an investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral or the assets expected sales proceeds of the Grantor Trust, as applicable, Indenture Collateral for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out distribute such money or property together in accordance with all Available Funds Section 7.06(c) of the Sale and all amounts on deposit in the Collection AccountServicing Agreement. The Trustee may fix a record date and distribution date (which may be a date other than a Payment Date) for any payment to Noteholders pursuant to this Section 5.04. At least five days before such record date, the Note Distribution AccountIssuer shall mail to each Noteholder and the Trustee a notice that states the record date, the Reserve Account distribution date and the Class N Reserve Account in accordance with, and in the order of priority set forth in, Section 2.7(f) hereofamount to be paid.

Remedies; Priorities. (a) If an Event of Default (other than an Event of Default under clause (vii) of Section 5.01) shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)continuing, the Indenture Trustee may, or at the written direction of the majority of the Holders of the Notes of the Controlling Class, shall may do one or more of the following (subject to Sections 5.3 and 5.5Section 5.05): (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 Phase-In-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 duethe Phase-In-Recovery Bonds; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Phase-In-Recovery 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 NoteholdersHolders of the Phase-In-Recovery Bonds; (iv) at the written direction of the Holders of a majority of the Outstanding Amount of the Phase-In-Recovery Bonds, either sell or otherwise liquidate the Phase-In-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 lawlaw or elect that the Issuer maintain possession of all or a portion of the Phase-In-Recovery Bond Collateral pursuant to Section 5.05 and continue to apply the Phase-In-Recovery Charge collection as if there had been no declaration of acceleration; and (v) cause exercise all rights, remedies, powers, privileges and claims of the Grantor TrustIssuer against the Seller, by means of a written directionthe Administrator or the Servicer under or in connection with, and pursuant to sell the terms of, the Sale Agreement, the Administration Agreement or otherwise liquidate the Receivables 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 lawServicing Agreement; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction any portion of the Noteholders Phase-In-Recovery Bond Collateral following such an Event of Default, other than an Event of Default and acceleration of the Notesdescribed in Section 5.01(i), or (ii), unless (i) (A) the Holders of all 100 percent of the aggregate Outstanding Amount of the Notes Phase-In-Recovery Bonds consent thereto or 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 principal Phase-In-Recovery Bonds for principal, premium, if any, and interest after taking into account payment of and all amounts due prior thereto pursuant to the accrued interest on the Notes, at the date of such sale or liquidation priorities set forth in Section 8.02(e) or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Phase-In-Recovery Bond Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Phase-In-Recovery Bonds as and when they would have become due if the Notes Phase-In-Recovery Bonds had not been declared due and payable, and (z) the Indenture Trustee obtains the written consent of Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoPhase-In-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 Phase-In-Recovery Bond Collateral or the assets of the Grantor Trust, as applicable, for such purpose; provided, however, that prior to the exercise . (b) If an Event of the right to sell all or any portion Default under clause (vii) of the Collateral as provided hereinSection 5.01 shall have occurred and be continuing, the Indenture Trustee Trustee, for the benefit of the Secured Parties, shall provide a notice in writing be entitled and empowered to the Issuing Entity (with extent permitted by applicable law, to institute or participate in Proceedings necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee as a copy result of any such Event of Default, and may prosecute any such Proceeding to final judgment or decree. Such remedy shall be the Grantor Trust, only remedy that the Grantor Trust Trustee, Indenture Trustee may exercise if the Depositor and the Owner Trustee) (the “only Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), that has occurred and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the continuing is an Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositorunder Section 5.01(vii). (bc) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account in accordance with, and in with the order of priority priorities set forth in, in Section 2.7(f) hereof8.02(e).

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)declared to be immediately due and payable following an Event of Default, the Indenture Trustee may, or and at the written direction of the majority Noteholders representing not less than 51% of the Holders of the Notes Note Balance of the Controlling ClassClass shall, shall do take one or more of the following action (subject to Sections 5.3 5.02 and 5.55.05): (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, obtained and collect from the Issuing Entity Issuer and any other obligor upon on 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 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 Noteholders;Holders of the Notes; and (iv) sell or otherwise liquidate the 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables 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 lawApplicable Law; provided, however, notwithstanding anything else herein to the contrary, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction of the Noteholders following an Event of Default, other than an Event of Default and acceleration of the Notesdescribed in Section 5.01(a) or (b), unless (i) unless: (A) the Holders of all Noteholders representing 100% of the aggregate Outstanding Amount of the Notes Note Balance consent thereto or thereto, (B) the proceeds of such sale or liquidation distributable will be sufficient to pay in full all amounts then due and unpaid on such Notes in respect of principal and interest, including amounts due and owing to the Noteholders are sufficient to discharge in full the principal of Indenture Trustee and the accrued interest on the NotesOwner Trustee, at the date of such sale or liquidation or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral 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 immediately due and payable, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3the Noteholders representing 66-2⁄3% of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoNote Balance. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C)) above, the Indenture Trustee may, at the Issuer’s 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 Collateral or the assets of the Grantor Trust, as applicable, for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If the Indenture Trustee collects any money or property pursuant to this Article Vas a result of selling or liquidating the Collateral, it shall, or shall direct the Paying Agent to, pay out such money or property property, together with all other Available Funds Collections and all amounts on deposit in the Collection AccountTrust Accounts, on the related Payment Date or other date fixed pursuant to Section 5.04(c) in the following order of priority: (i) first, to the Indenture Trustee, the Note Distribution AccountOwner Trustee, the Reserve Account Administrator, the Asset Representations Reviewer and the Issuer, any accrued and unpaid fees, indemnity payments and reasonable expenses permitted under the Basic Documents; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees and to any Backup Servicer, the Backup Servicing Fee and all unpaid Backup Servicing Fees, if any, with respect to prior Collection Periods; (iii) third, pro rata, to the Holders of the Class A-1 Notes, the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes and the Holders of the Class A-4 Notes, the Accrued Class A-1 Note Interest, the Accrued Class A-2 Note Interest, the Accrued Class A-3 Note Interest and the Accrued Class A-4 Note Interest, respectively; (iv) fourth, if (A) the Receivables have been sold after an Event of Default has occurred or (B) an Event of Default described in Section 5.01(a), (b) or (d) has occurred, in the following order of priority: (A) to the Holders of the Class A-1 Notes in respect of principal thereon until the Class A-1 Notes have been Paid in full; (B) pro rata, to the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes and the Holders of the Class A-4 Notes, in respect of principal thereon, until the Class A-2 Notes, the Class A-3 Notes and the Class N Reserve Account A-4 Notes have been Paid in accordance withfull; (C) to the Holders of the Class B Notes, the Accrued Class B Note Interest; (D) to the Holders of the Class B Notes in respect of principal thereon until the Class B Notes have been Paid in full; (E) to the Holders of the Class C Notes, the Accrued Class C Note Interest; (F) to the Holders of the Class C Notes in respect of principal thereon until the Class C Notes have been Paid in full; (G) to the Holders of the Class D Notes, the Accrued Class D Note Interest; and (H) to the Holders of the Class D Notes in respect of principal thereon until the Class D Notes have been Paid in full; (v) fifth, if an Event of Default other than that described in clause (iv) directly above has occurred and the Receivables have not been sold after such Event of Default has occurred, in the following order of priority set forth inpriority: (A) to the Holders of the Class B Notes, Section 2.7(fthe Accrued Class B Note Interest; (B) hereofto the Holders of the Class C Notes, the Accrued Class C Note Interest; (C) to the Holders of the Class D Notes, the Accrued Class D Note Interest; (D) to the Holders of the Class A-1 Notes in respect of principal thereon until the Class A-1 Notes have been Paid in full; (E) pro rata, to the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes and the Holders of the Class A-4 Notes, in respect of principal thereon, until the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes have been Paid in full; (F) to the Holders of the Class B Notes in respect of principal thereon until the Class B Notes have been Paid in full; (G) to the Holders of the Class C Notes in respect of principal thereon until the Class C Notes have been Paid in full; and (H) to the Holders of the Class D Notes in respect of principal thereon until the Class D Notes have been Paid in full; and (vi) sixth, any remaining funds shall be distributed to the Certificateholders. (c) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Indenture Trustee shall mail to each Noteholder and the Servicer a notice that states the record date, the payment date and the amount to be paid.

Remedies; Priorities. (a) If an Event of Default under Section 5.01 shall have occurred and be continuing which results in the acceleration of the Notes (whether or not the Trust Estate is sold in one or more public or private sales as provided in Section 5.04(b)(iv)), and unless and until such acceleration has been rescinded, the Indenture Trustee will make payments on the Notes and the Certificate as set forth in Section 8.03(c), rather than pursuant to Section 8.03(b). (b) In accordance with Section 5.03, if an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)continuing, the Indenture Trustee may, or at the written direction of the majority of the Holders of the Notes of the Controlling Class, shall may do one or more of the following (subject to Sections 5.3 and 5.5Section 5.05): (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 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 moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the CollateralTrust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;; and (iv) sell or otherwise liquidate the 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that that, notwithstanding anything in this Indenture to the contrary, the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction of the Noteholders Estate following an Event of Default, other than an Event of Default and acceleration of the Notesdescribed in Section 5.01(a) or (b), unless (i) (A) the Holders of all 100% of the aggregate Outstanding Amount of the Notes of the Controlling Class consent thereto or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full the all amounts then due and unpaid upon such Notes for principal of and the accrued interest on the Notes, at the date of such sale or liquidation or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral Trust Estate will 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 and when they would have become due if the Notes had not been declared due and payable, and (z) the Indenture Trustee obtains the consent of Holders of 66 66-2/3% of the Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class) and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, howeverprovided further, that the Depositor shall have received such notice from the Indenture Trustee at least two may not sell the Trust Estate, unless it shall first have obtained an Opinion of Counsel that such sale will not cause the Titling Trust or an interest therein or portion thereof to be classified as an association (2or a publicly traded partnership) Business Days prior theretotaxable as a corporation for federal income tax purposes. 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 Collateral or the assets of the Grantor Trust, as applicable, Trust Estate for such purpose; provided, however, that prior to the exercise of the right to sell all or . In connection with any portion of the Collateral as provided hereinsuch sale, the Indenture Trustee shall provide a will afford the Holders of each Class of Notes adequate advance notice in writing and information as to the Issuing Entity conduct of such sale such that any such Holders (acting individually, as Classes, as a single Class or otherwise) will be reasonably able to submit bids for the purchase of the assets to be liquidated, and that the Indenture Trustee will consider any and all such bids on the same basis that it considers any other bids submitted by any other party or parties. The proceeds of such sale or liquidation (net of the expenses incurred by the Indenture Trustee in connection with a copy the conduct thereof, which will be retained by the Indenture Trustee from such proceeds) will be treated as collections and deposited into the 201_-_ SUBI Collection Account by the Indenture Trustee for distribution to the Grantor Trust, the Grantor Trust Trustee, the Depositor Noteholders and the Owner Trustee) (Certificateholder in accordance with the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”priorities specified in Section 8.03(c), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given will have no liability with respect to the Issuing Entity (with amount of such proceeds or the adequacy thereof to make payments in full of any Class of Notes or the Certificate. The Indenture Trustee may fix a copy record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Grantor Trust Issuer shall mail to each Noteholder and the Depositor). (b) If the Indenture Trustee collects any money or property pursuant a notice that states the related record date, payment date and amount to this Article V, it shall, or shall direct the Paying Agent to, pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account in accordance with, and in the order of priority set forth in, Section 2.7(f) hereofbe paid.

Remedies; Priorities. (a) If an Event of Default, other than an Event of Default pursuant to Section 5.01(g) (the remedy for which is set forth in Section 5.04(b)), shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)continuing, the Indenture Trustee may, or at the written direction of the majority of the Holders of the Notes of the Controlling Class, shall may do one or more of the following (subject to Sections 5.3 and 5.5Section 5.05): (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 Bonds 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 Bonds moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Collateral; (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 Trustee and the Noteholders;Holders of the Bonds; and (iv) sell or otherwise liquidate the 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction of the Noteholders following an Event of Default, other than an Event of Default and acceleration of the Notesdescribed in Section 5.01(a), (b) or (c), unless (i) (A) the Holders of all 100 percent of the aggregate Outstanding Amount of the Notes Bonds consent thereto or 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 Bonds for principal and interest after taking into account payment of all amounts due prior thereto pursuant to the principal of and the accrued interest on the Notes, at the date of such sale or liquidation priorities set forth in Section 8.02(d) or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Bonds as and when they would have become due if the Notes Bonds had not been declared due and payable, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoBonds. 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 Collateral or the assets of the Grantor Trust, as applicable, for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If an Event of Default pursuant to Section 5.01(g) shall have occurred and be continuing, then the Indenture Trustee, in its own name and as trustee of an express trust, shall be, to the extent permitted by state and federal law, entitled and empowered to institute any suits, actions or proceedings at law, in equity or otherwise, to enforce the State Pledge and to collect any monetary damages as a result of a breach thereof, and may prosecute any such suit, action or proceeding to judgment or final decree. (c) If the Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account in accordance with, and in with the order of priority priorities set forth in, in Section 2.7(f) hereof8.02(d).

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a), the Indenture Trustee may, or at the written direction of the majority of the Holders of the Notes of the Controlling Class, shall do one or more of the following (subject to Sections 5.3 and 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 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 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 Noteholders; (iv) sell or otherwise liquidate the 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction of the Noteholders following an Event of Default and acceleration of the Notes, unless (i) (A) the Holders of all of the aggregate 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 the principal of and the accrued interest on the Notes, at the date of such sale or liquidation or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral 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, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior thereto. 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 Collateral or the assets of the Grantor Trust, as applicable, for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account in accordance with, and in the order of priority set forth in, Section 2.7(f) hereof.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)9.2, the Indenture Trustee may, or at may institute proceedings to enforce the written direction obligations of the majority of the Holders of the Notes of the Controlling Class, shall do one or more of the following (subject to Sections 5.3 and 5.5): (i) institute Proceedings Issuers hereunder 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 the Indenture with respect theretothereto or any other Issuer Obligations, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from any one or more of the Issuing Entity Issuers and any other obligor upon such Notes monies moneys adjudged due;. In addition, the Trustee (subject to Section 9.5) shall have the right to exercise the rights and remedies provided herein and those available to it under the Related Documents, including the right to do one or more of the following: (iii) institute Proceedings proceedings from time to time for the complete or partial foreclosure of this the Indenture with respect to the Collateral; (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 Trustee, the Holders of the Notes and the Noteholdersany other Secured Party; (iviii) sell or otherwise liquidate the Collateral 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; (iv) transfer all or any part of the Collateral into the name of the Trustee or its nominee; (v) notify the parties obligated on any of the Collateral to make payment to the Trustee or its assignee of any amount due or to become due thereunder; and (vvi) cause at its option and at the Grantor Trust, by means expense and for the account of a written direction, to sell or otherwise liquidate the Receivables or any portion thereof or rights or interest thereinIssuers, at one any time or more public from time to time, take all actions which the Trustee reasonably deems necessary to protect or private sales called preserve the Collateral and conducted in any manner permitted by lawto realize upon the Collateral; provided, however, provided that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction of the Noteholders following an Event of Default and acceleration of the NotesDefault, unless (i) (A) the Controlling Party, if a Financial Insurance Provider is the Controlling Party, or otherwise the Holders of all Notes representing 100% of the aggregate Outstanding Amount of the Notes Aggregate Note Balance consent thereto or thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal of and the accrued interest on the Notes, at the date of such sale or liquidation or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y1) the Indenture Trustee or any Financial Insurance Provider with respect to the Notes determines that there is a reasonable likelihood that the Collateral 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 (z2) the Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoControlling Party. 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 Collateral or the assets of the Grantor Trust, as applicable, for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion . Any sale of the Collateral or any part thereof may, with prior notice to the Issuers, be made in one or more lots at public or private sale, for cash, on credit or for future delivery, and upon such other terms as provided herein, the Indenture Trustee may deem commercially reasonable. The Trustee shall provide a not be obligated to make any sale of Collateral regardless of notice in writing of sale having been given. The Trustee may adjourn any public or private sale from time to time by announcement at the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor time and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”)place fixed therefor, and if such sale may, without further notice, be made at the Subject Estate is less than time and place to which it was so adjourned. The Issuers shall cooperate with the Trustee in all reasonable ways in order to assist the Trustee in the sale and other disposition of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If the Indenture Trustee collects any money or property pursuant to this Article V9, it shall, such money or property shall direct be held by the Paying Agent to, Trustee as additional collateral hereunder and the Trustee shall pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account in accordance with, and in the order of priority set forth in, Section 2.7(f) hereof.following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)declared to be immediately due and payable following an Event of Default, the Indenture Trustee may, or and at the written direction of the majority Noteholders representing not less than 51% of the Holders of the Notes Note Balance of the Controlling ClassClass shall, shall do take one or more of the following action (subject to Sections 5.3 5.02 and 5.55.05): (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, obtained and collect from the Issuing Entity Issuer and any other obligor upon on 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 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 Noteholders;Holders of the Notes; and (iv) sell or otherwise liquidate the 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables 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 lawApplicable Law; provided, however, notwithstanding anything else herein to the contrary, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction of the Noteholders following an Event of Default, other than an Event of Default and acceleration of the Notesdescribed in Section 5.01(a) or (b), unless (i) unless: (A) the Holders of all Noteholders representing 100% of the aggregate Outstanding Amount of the Notes Note Balance consent thereto or thereto, (B) the proceeds of such sale or liquidation distributable will be sufficient to pay in full all amounts then due and unpaid on such Notes in respect of principal and interest, including amounts due and owing to the Noteholders are sufficient to discharge in full the principal of Indenture Trustee and the accrued interest on the NotesOwner Trustee, at the date of such sale or liquidation or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral 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 immediately due and payable, and (z) the Indenture Trustee obtains the consent of Holders of 66 the Noteholders representing 66-2/3% of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoNote Balance. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C)) above, the Indenture Trustee may, at the Issuer’s 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 Collateral or the assets of the Grantor Trust, as applicable, for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If the Indenture Trustee collects any money or property pursuant to this Article Vas a result of selling or liquidating the Collateral, it shall, or shall direct the Paying Agent to, pay out such money or property property, together with all other Available Funds Collections and all amounts on deposit in the Collection AccountTrust Accounts, on the related Payment Date or other date fixed pursuant to Section 5.04(c) in the following order of priority: (i) first, to the Indenture Trustee, the Note Distribution AccountOwner Trustee, the Reserve Account Administrator, the Asset Representations Reviewer and the Issuer, any accrued and unpaid fees, indemnity payments and reasonable expenses permitted under the Basic Documents; (ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees and to any Backup Servicer, the Backup Servicing Fee and all unpaid Backup Servicing Fees, if any, with respect to prior Collection Periods; (iii) third, pro rata, to the Holders of the Class A-1 Notes, the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes and the Holders of the Class A-4 Notes, the Accrued Class A-1 Note Interest, the Accrued Class A-2 Note Interest, the Accrued Class A-3 Note Interest and the Accrued Class A-4 Note Interest, respectively; (iv) fourth, if (A) the Receivables have been sold after an Event of Default has occurred or (B) an Event of Default described in Section 5.01(a), (b) or (d) has occurred, in the following order of priority: (A) to the Holders of the Class A-1 Notes in respect of principal thereon until the Class A-1 Notes have been Paid in full; (B) pro rata, to the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes and the Holders of the Class A-4 Notes, in respect of principal thereon, until the Class A-2 Notes, the Class A-3 Notes and the Class N Reserve Account A-4 Notes have been Paid in accordance withfull; (C) to the Holders of the Class B Notes, the Accrued Class B Note Interest; (D) to the Holders of the Class B Notes in respect of principal thereon until the Class B Notes have been Paid in full; (E) to the Holders of the Class C Notes, the Accrued Class C Note Interest; (F) to the Holders of the Class C Notes in respect of principal thereon until the Class C Notes have been Paid in full; (v) fifth, if an Event of Default other than that described in clause (iv) directly above has occurred and the Receivables have not been sold after such Event of Default has occurred, in the following order of priority set forth inpriority: (A) to the Holders of the Class B Notes, Section 2.7(fthe Accrued Class B Note Interest; (B) hereofto the Holders of the Class C Notes, the Accrued Class C Note Interest; (C) to the Holders of the Class A-1 Notes in respect of principal thereon until the Class A-1 Notes have been Paid in full; (D) pro rata, to the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes and the Holders of the Class A-4 Notes, in respect of principal thereon, until the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes have been Paid in full; (E) to the Holders of the Class B Notes in respect of principal thereon until the Class B Notes have been Paid in full; (F) to the Holders of the Class C Notes in respect of principal thereon until the Class C Notes have been Paid in full; (vi) sixth, any remaining funds shall be distributed to the Certificateholders. (c) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Indenture Trustee shall mail to each Noteholder and the Servicer 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 accelerated under Section 5.2(a), the Indenture Trustee may, or at the written direction of the majority of the Holders of the Notes of the Controlling Class, shall may do one or more of the following (subject to Sections 5.3 and 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 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 Noteholders;; and (iv) sell or otherwise liquidate the 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) cause law or elect to have the Grantor TrustIssuer maintain possession of the Collateral, by means of a written direction, to sell or otherwise liquidate including the Receivables or any portion thereof or rights or interest therein, at one or more public or private sales called included therein and conducted in any manner permitted by lawcontinue to apply collections on such Receivables as if there had been no declaration of acceleration; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction of the Noteholders following an Event of Default and acceleration of the Notes, unless (i) (A) the Holders of all of the aggregate Outstanding Amount of the Notes consent thereto or thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full the principal of and the accrued interest on the Notes, at in each case as of the date of such sale or liquidation or (C) (xi) there has been an Event of Default under Section 5.1(a), Section 5.1(b(b) or Section 5.1(c(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (yii) the Indenture Trustee determines that the Collateral 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 (ziii) the Indenture Trustee obtains the consent of Holders of 66 2/3% a majority of the aggregate Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoControlling Class. 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 Collateral or the assets of the Grantor Trust, as applicable, for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out or deposit such money or property together with all Available Funds in the following order: FIRST: to the Indenture Trustee for amounts due under Section 6.7; and all amounts on deposit in SECOND: to the Collection Account, for distribution pursuant to Section 4.02 of the Note Distribution Account, the Reserve Account Pooling Agreement and the Class N Reserve Account in accordance with, and in the order Section 8.2(c) of priority set forth in, Section 2.7(f) hereofthis Indenture.

Remedies; Priorities. (a) If an Event of Default (other than an Event of Default under clause (vii) of Section 5.01) shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)with respect to a Series, the Indenture Trustee may, or at the written direction of the majority of the Holders of the Notes of the Controlling Class, shall may do one or more of the following (subject to Sections 5.3 and 5.5Section 5.05): (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 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 any other obligor moneys adjudged due upon such Notes monies adjudged dueNotes; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Note Collateral; (iii) exercise any remedies of a secured party under the UCC or the Funding Law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;Holders of the Notes of such Series; and (iv) sell or otherwise liquidate the Note 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) cause the Grantor TrustPROVIDED, by means of a written direction, to sell or otherwise liquidate the Receivables or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, howeverHOWEVER, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction any portion of the Noteholders Note Collateral following such an Event of Default, other than an Event of Default and acceleration of the Notesdescribed in Section 5.01(i), (ii) or (iii), with respect to any Series unless (i) (A) the Holders of all 100 percent of the aggregate Outstanding Amount of the Notes of all Series consent thereto or 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 for principal, premium, if any, and interest after taking into account payment of all amounts due prior thereto pursuant to the principal of and the accrued interest on the Notes, at the date of such sale or liquidation priorities set forth in Section 8.02(d) or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Note 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 and when they would have become due if the Notes had not been declared due and payable, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoall 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 Note Collateral or the assets of the Grantor Trust, as applicable, for such purpose; provided, however, that prior to the exercise (b) If an Event of the right to sell all or any portion Default under clause (vii) of the Collateral as provided hereinSection 5.01 shall have occurred and be continuing, the Indenture Trustee Trustee, for the benefit of the Holders, shall provide a notice in writing be entitled and empowered to the Issuing Entity (with extent permitted by applicable law, to institute or participate in Proceedings reasonably necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee as a copy result of any such Event of Default, and may prosecute any such Proceeding to the Grantor Trust, the Grantor Trust Trustee, the Depositor final judgment or decree. The rights and remedies set forth in this Section 5.04(b) and the Owner Trusteeobligations of the Servicer under Section 5.02(c) (of the “Servicing Agreement shall be the sole and exclusive remedies for such an Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor)Default. (bc) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account in accordance with, and in with the order of priority priorities set forth in, in Section 2.7(f) hereof8.02(d).

Remedies; Priorities. (a) If an Event of Default shall have has occurred and be continuing is continuing, and the Notes have been accelerated under declared due and payable and such declaration and its consequences have not been rescinded and annulled, subject to the provisions of Section 5.2(a)11.15 hereof, the Indenture Trustee may, or at the written direction of the majority of the Holders of the Notes of the Controlling Class, shall may do one or more of the following (subject to Sections 5.3 the provisions of this Section 5.04 and 5.5Section 5.15): (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 moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Indenture Collateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;Holders of the Notes; and (iv) sell or otherwise liquidate the Indenture Collateral 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner matter permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Indenture Collateral or cause following and during the Grantor Trust to liquidate the Receivables at the direction continuance of the Noteholders following an Event of Default and acceleration of the Notes, unless (i) (A) the Holders of all of the aggregate Outstanding Amount of the Notes consent thereto have been declared or otherwise become immediately due and payable in accordance with Section 5.02 and such declaration or acceleration and its consequences have not been rescinded and annulled and (B) either (1) the proceeds of such sale Sale or liquidation are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest (including any interest payable pursuant to Section 7.05(a)(6) or 7.05(c)(4)), (2) the Trustee determines that the Indenture Collateral would not be sufficient on an ongoing basis to make all payments on the Notes as those payments would have become due had the Notes not been declared due and payable and the Super-Majority Noteholders (excluding Notes held by the Trust Depositor, the Seller, the Servicer or any of their respective affiliates) consent to such Sale or (3) 100% of the holders of the outstanding Notes (excluding Notes held by the Trust Depositor, the Seller, the Servicer or any of their respective affiliates) consent to such Sale. In determining whether the proceeds of such Sale or liquidation distributable to the Noteholders and the other parties entitled thereto are sufficient to discharge in full the principal of and the accrued interest on the Notes, at the date of such sale or liquidation or amounts referenced in clause (CB)(1) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral 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, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior thereto. In determining such sufficiency or insufficiency with respect to clauses (B) and (C)above, the Indenture Trustee may, but need not, obtain obtain, at the Issuer’s expense, and rely upon an opinion of an Independent independent accountant or an investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral or the assets expected sales proceeds of the Grantor Trust, as applicable, Indenture Collateral for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out distribute such money or property together in accordance with all Available Funds Section 7.05(c) of the Sale and all amounts on deposit in the Collection AccountServicing Agreement. The Trustee may fix a record date and distribution date (which may be a date other than a Payment Date) for any payment to Noteholders pursuant to this Section 5.04. At least five days before such record date, the Note Distribution AccountIssuer shall mail to each Noteholder and the Trustee a notice that states the record date, the Reserve Account distribution date and the Class N Reserve Account in accordance with, and in the order of priority set forth in, Section 2.7(f) hereofamount to be paid.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)continuing, the Indenture Trustee may, or at the written direction of the Noteholders of Notes evidencing not less than a majority of the Holders of the Notes Outstanding Amount of the Controlling Class, shall shall, do one or more of the following (subject to Sections 5.3 Section 5.5 and 5.56.2(f)): (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 CollateralIndenture Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;; and (iv) sell or otherwise liquidate the 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables Indenture Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Indenture Trust to liquidate the Receivables at the direction of the Noteholders Estate following an Event of Default, other than Event of Default and acceleration of the Notesdescribed in Section 5.1(i) or (ii), unless unless, (i) with respect to any Event of Default described in Section 5.1(v) or (vi): (A) the Holders holders of all Notes evidencing 100% of the aggregate Outstanding Amount of the Controlling Class (excluding Notes held by a Seller, the Servicer or any of their respective Affiliates) consent thereto or thereto; or (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 Notes, Outstanding Notes at the date of such sale or liquidation or sale; or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines based solely on an analysis provided by an independent accounting firm which shall not be at the expense of the Indenture Trustee that the Collateral Indenture 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 (z) the Indenture Trustee obtains the consent of Holders holders of 66 2/3% Notes evidencing not less than 66?% of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior thereto. 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 Collateral or the assets of the Grantor Trust, as applicable, for such purposeControlling Class; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account in accordance with, and in the order of priority set forth in, Section 2.7(f) hereof.or

Remedies; Priorities. (a) If an Event of Default (other than an Event of Default under clause (vii) of Section 5.01) shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)with respect to a Series, the Indenture Trustee may, or at the written direction of the majority of the Holders of the Notes of the Controlling Class, shall may do one or more of the following (subject to Sections 5.3 and 5.5Section 5.05): (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 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 any other obligor moneys adjudged due upon such Notes monies adjudged dueNotes; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Note Collateral; (iii) exercise any remedies of a secured party under the UCC or the Funding Law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;Holders of the Notes of such Series; and (iv) sell or otherwise liquidate the Note 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) cause the Grantor TrustPROVIDED, by means of a written direction, to sell or otherwise liquidate the Receivables or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, howeverHOWEVER, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction any portion of the Noteholders Note Collateral following such an Event of Default, other than an Event of Default and acceleration of the Notesdescribed in Section 5.01(i), (ii) or (iii), with respect to any Series unless (i) (A) the Holders of all 100 percent of the aggregate Outstanding Amount of the Notes of all Series consent thereto or 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 for principal, premium, if any, and interest after taking into account payment of all amounts due prior thereto pursuant to the principal of and the accrued interest on the Notes, at the date of such sale or liquidation priorities set forth in Section 8.02(d) or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Note 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 and when they would have become due if the Notes had not been declared due and payable, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoall 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 Note Collateral or the assets of the Grantor Trust, as applicable, for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (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 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 State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee as a result of any such Event of Default, and may prosecute any such Proceeding to final judgment or decree. The rights and remedies set forth in this Section 5.04(b) and the obligations of the Servicer under Section 5.02(c) of the Servicing Agreement shall be the sole and exclusive remedies for such an Event of Default. (c) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account in accordance with, and in with the order of priority priorities set forth in, in Section 2.7(f) hereof8.02(d).

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)continuing, then the Indenture Trustee Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or or, at the written direction of the majority of the Holders of the Notes of the Controlling ClassEnhancer, shall shall, do one or more of the following (following, in each case subject to Sections 5.3 and 5.5):Section 5.05: (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then due and payable on the Notes or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such on the Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the CollateralTrust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;; and (iv) sell or otherwise liquidate the 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction of the Noteholders Estate following an Event of Default, unless (A) the Indenture Trustee obtains the written consent of the Enhancer, so long as no Enhancer Default and acceleration exists, or, if an Enhancer Default exists, the Noteholders of 100% of the Note Balance of the Notes, unless (i) (A) the Holders of all of the aggregate 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 the Notes for principal of and interest and to reimburse the accrued interest on Enhancer for any amounts drawn under the Notes, at Policy and any other amounts due the date of such sale or liquidation Enhancer under the Insurance Agreement or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral Mortgage Loans 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, and (z) the Indenture Trustee obtains the written consent of Holders the Enhancer and the Noteholders of 66 2/3% of the Outstanding Amount Note Balance of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoNotes. 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 rely, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral or the assets of the Grantor Trust, as applicable, Trust Estate for such purpose; provided. Notwithstanding the foregoing, howeverprovided that a Servicing Default shall not have occurred, that prior any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the exercise continued servicing of the right to sell all or Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any portion sale of the Collateral as provided hereinMortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall provide a notice in writing shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The act as Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after hereunder and to draw amounts payable under the Event of Default Sale Notice has been given to the Issuing Entity (Policy in accordance with a copy to the Grantor Trust and the Depositor)its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such money or property together with all Available Funds in the following order: FIRST: to the Indenture Trustee for amounts due under Section 6.07; SECOND: to the Noteholders for amounts due and unpaid on the related Notes for interest, including accrued and unpaid interest on the Notes for any prior Payment Date, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for interest from amounts available in the Trust Estate for such Noteholders, but excluding any Interest Shortfalls; THIRD: to the Noteholders for amounts due and unpaid on the related Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal, from amounts available in the Trust Estate for such Noteholders, until the Note Balance of such Notes have been reduced to zero; FOURTH: to the payment of all amounts due and owing the Enhancer under the Insurance Agreement; FIFTH: to the Noteholders for amounts due and unpaid on deposit the related Notes for Interest Shortfalls, if any, including any unpaid Interest Shortfalls on the Notes for any prior Payment Date, ratably, without preference or priority of any kind, according to such amounts due and payable from amounts available in the Collection AccountTrust Estate for such Noteholders; SIXTH: to the Certificate Paying Agent for amounts due under Article VIII of the Trust Agreement; and SEVENTH: to the payment of the remainder, if any, to the Issuer or any other person legally entitled thereto. The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.04. At least 15 days before such record date, the Note Distribution AccountIndenture Trustee shall mail to each Noteholder a notice that states the record date, the Reserve Account payment date and the Class N Reserve Account in accordance with, and in the order of priority set forth in, Section 2.7(f) hereofamount to be paid.

Remedies; Priorities. (a) If an Event of Default (other than an Event of Default under clause (viii) of Section 5.01) shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)with respect to a Series, the Indenture Trustee may, or at the written direction of the majority of the Holders of the Notes of the Controlling Class, shall may do one or more of the following (subject to Sections 5.3 and 5.5Section 5.05): (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 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 any other obligor moneys adjudged due upon such Notes monies adjudged dueNotes; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Note Collateral; (iii) exercise any remedies of a secured party under the UCC or the Securitization Law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;Holders of the Notes of such Series; and (iv) sell or otherwise liquidate the Note 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction any portion of the Noteholders Note Collateral following such an Event of Default, other than an Event of Default and acceleration of the Notesdescribed in Section 5.01(i), (ii) or (iii), with respect to any Series unless (i) (A) the Holders of all 100 percent of the aggregate Outstanding Amount of the Notes of all Series consent thereto or 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 for principal, premium, if any, and interest after taking into account payment of all amounts due prior thereto pursuant to the principal of and the accrued interest on the Notes, at the date of such sale or liquidation priorities set forth in Section 8.02(d) or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Note 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 and when they would have become due if the Notes had not been declared due and payable, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoall 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 Note Collateral or the assets of the Grantor Trust, as applicable, for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If an Event of Default under clause (viii) of Section 5.01 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 reasonably necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee as a result of any such Event of Default, and may prosecute any such Proceeding to final judgment or decree. (c) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account in accordance with, and in with the order of priority priorities set forth in, in Section 2.7(f) hereof8.02(d).

Remedies; Priorities. (a) If an Event of Default (other than an Event of Default under clause (vii) of Section 5.01) shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)with respect to a Series, the Indenture Trustee may, or at the written direction of the majority of the Holders of the Notes of the Controlling Class, shall may do one or more of the following (subject to Sections 5.3 and 5.5Section 5.05): (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 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 any other obligor moneys adjudged due upon such Notes monies adjudged dueNotes; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Note Collateral; (iii) exercise any remedies of a secured party under the UCC or the Funding Law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;Holders of the Notes of such Series; and (iv) sell or otherwise liquidate the Note 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) cause the Grantor TrustPROVIDED, by means of a written direction, to sell or otherwise liquidate the Receivables or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, howeverHOWEVER, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction any portion of the Noteholders Note Collateral following such an Event of Default, other than an Event of Default and acceleration of the Notesdescribed in Section 5.01(i), (ii) or (iii), with respect to any Series unless (i) (A) the Holders of all 100 percent of the aggregate Outstanding Amount of the Notes of all Series consent thereto or 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 for principal, premium, if any, and interest after taking into account payment of all amounts due prior thereto pursuant to the principal of and the accrued interest on the Notes, at the date of such sale or liquidation priorities set forth in Section 8.02(d) or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Note 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 and when they would have become due if the Notes had not been declared due and payable, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoall 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 Note Collateral or the assets of the Grantor Trust, as applicable, for such purpose; provided, however, that prior to the exercise (b) If an Event of the right to sell all or any portion Default under clause (vii) of the Collateral as provided hereinSection 5.01 shall have occurred and be continuing, the Indenture Trustee Trustee, for the benefit of the Holders, shall provide a notice in writing be entitled and empowered to the Issuing Entity (with extent permitted by applicable law, to institute or participate in Proceedings reasonably necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee as a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “result of any such Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”)Default, and if the Subject Estate is less than all of the Collateral, the portion of the Collateral may prosecute any such Proceeding to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor)final judgment or decree. (bc) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account in accordance with, and in with the order of priority priorities set forth in, in Section 2.7(f) hereof8.02(d).

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)continuing, the Indenture Trustee may, or at subject to the written direction provisions of the majority of the Holders of the Notes of the Controlling Class, shall Section 10.17 hereof may do one or more of the following (subject to Sections 5.3 and 5.5Section 5.05): (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 CollateralTrust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the NoteholdersHolders of the Notes; (iv) sell or otherwise liquidate the 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction of the Noteholders Estate following an Event of Default and acceleration of the NotesDefault, unless (i) (A) the Holders of all of the aggregate 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 the principal of and the accrued interest on the Notes, at the date of such sale or liquidation or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral 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, and (z) the Indenture Trustee obtains the consent of the Holders of 66 2/3100% of the Outstanding Amount aggregate Note Balance of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the DepositorNotes, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior thereto. 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 Collateral or the assets of the Grantor Trust, as applicable, for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account in accordance with, and in the order of priority set forth in, Section 2.7(f) hereof.the

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)continuing, then the Indenture Trustee Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or or, at the written direction of the majority of the Holders of the Notes of the Controlling ClassEnhancer, shall shall, do one or more of the following (following, in each case subject to Sections 5.3 and 5.5):Section 5.05: (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then due and payable on the Notes or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such on the Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the CollateralTrust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;; and (iv) sell or otherwise liquidate the 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction of the Noteholders Estate following an Event of Default, unless (A) the Indenture Trustee obtains the written consent of the Enhancer, so long as no Enhancer Default and acceleration exists, or, if an Enhancer Default exists, the Noteholders of 100% of the Note Balance of the Notes, unless (i) (A) the Holders of all of the aggregate 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 the Notes for principal of and interest and to reimburse the accrued interest on Enhancer for any amounts drawn under the Notes, at Policy and any other amounts due the date of such sale or liquidation Enhancer under the Insurance Agreement or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral Mortgage Loans 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, and (z) the Indenture Trustee obtains the written consent of Holders the Enhancer and the Noteholders of 66 2/3% of the Outstanding Amount Note Balance of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoNotes. 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 rely, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral or the assets of the Grantor Trust, as applicable, Trust Estate for such purpose; provided. Notwithstanding the foregoing, howeverprovided that a Servicing Default shall not have occurred, that prior any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the exercise continued servicing of the right to sell all or Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any portion sale of the Collateral as provided hereinMortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall provide a notice in writing shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The act as Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after hereunder and to draw amounts payable under the Event of Default Sale Notice has been given to the Issuing Entity (Policy in accordance with a copy to the Grantor Trust and the Depositor)its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Accountfollowing order: FIRST: to the Indenture Trustee for amounts due under Section 6.07; SECOND: to the Noteholders for amounts due and unpaid on the related Notes for interest, including accrued and unpaid interest on the Notes for any prior Payment Date, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for interest from amounts available in the Trust Estate for such Noteholders, but excluding any Interest Shortfalls; THIRD: to the Noteholders for amounts due and unpaid on the related Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal, from amounts available in the Trust Estate for such Noteholders, until the Note Distribution Account, the Reserve Account and the Class N Reserve Account in accordance with, and in the order Balance of priority set forth in, Section 2.7(f) hereof.such Notes have been reduced to zero;

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)continuing, the Indenture Trustee may, or at the written direction of the majority of the Holders of the Notes of the Controlling Class, shall may do one or more of the following (subject to Sections 5.3 Section 5.5 and 5.56.2(f)): (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 CollateralIndenture Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;; and (iv) sell or otherwise liquidate the 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables Indenture Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Indenture Trust to liquidate the Receivables at the direction of the Noteholders Estate following an Event of Default and acceleration of the Notes, unless (i) unless: (A) the Holders holders of all Notes evidencing 100% of the aggregate Outstanding Amount of the Notes Controlling Class consent thereto or thereto; or (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 Notes, Outstanding Notes at the date of such sale or liquidation or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral 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, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior thereto. 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 Collateral or the assets of the Grantor Trust, as applicable, for such purposesale; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account in accordance with, and in the order of priority set forth in, Section 2.7(f) hereof.or

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)5.03, the Indenture Trustee mayshall, or at upon the written direction of the majority Administrative Agent (acting at the direction of the Holders of the Notes of the Controlling ClassRequired Noteholders) (subject to Section 5.06), shall do one or more of the following (subject to Sections 5.3 and 5.5):following: (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 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 Collateral; (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 Noteholders; related Trust Estate (iv) sell or otherwise liquidate the 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; (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) cause take any other appropriate action to protect and enforce the Grantor Trust, by means rights and remedies of a written direction, to sell the Indenture Trustee or otherwise liquidate the Receivables 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 lawNoteholders hereunder; provided, however, that the Indenture Trustee may not exercise the remedy in clause (a)(ii) above or otherwise sell or otherwise liquidate the Collateral Trust Estate substantially as a whole (in one or cause more sales), or institute Proceedings in furtherance thereof, unless (A) the Grantor Trust to liquidate the Receivables Administrative Agent, acting at the direction of the Noteholders following an Event of Default and acceleration of the Notes, unless (i) (A) the Holders of all 100% of the aggregate Outstanding Amount unpaid principal amount of the Notes consent thereto or Outstanding Notes, directs 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 the Notes for principal and interest (after giving effect to the payment of any amounts that are senior in priority to such principal and the accrued interest on the Notes, at the date of such sale or liquidation interest) or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines (based on the information provided to it by the Servicer) that the Collateral will Trust Estate may 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, and (z) the Indenture Trustee obtains is directed to take such remedy by the consent Administrative Agent acting at the direction of the Holders of not less than 66 2/32⁄3% of the Outstanding Amount aggregate unpaid principal amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoOutstanding 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 Collateral or the assets of the Grantor Trust, as applicable, Trust Estate for such purpose; provided, however, that prior . The cost of such opinion shall be reimbursed to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice from amounts held in writing 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 Issuing Entity (Noteholders with a copy respect to the Grantor Trust, Trust Estate and each of the Grantor Trust Trustee, Noteholders (by their acceptance of their respective interests in the Depositor Notes) and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate hereby expressly waive any sale until at least seven (7) Business Days after other remedy that might have been available under the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor)applicable 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, or shall direct the Paying Agent to, pay out such the money or property together in accordance with all Available Funds Section 8.06 or, in the 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 deposit in the Collection AccountNotes and all other Obligations shall be extinguished and shall not revive, the Note Distribution AccountNotes 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 Reserve Account Indenture Trustee shall mail to each Noteholder and the Class N Reserve Account in accordance withIssuer a notice that states the record date, the Payment Date and in the order of priority set forth in, Section 2.7(f) hereofamount to be paid.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the COLT 200_-_ Secured Notes have been accelerated under Section 5.2(a), the COLT Indenture Trustee may, or at the written direction of the majority of the Holders of the Notes of the Controlling Class, shall may do one or more of the following (subject to Sections 5.3 and 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 such COLT 200_-_ Secured Notes, under this COLT Indenture with respect thereto, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity COLT 200_-_ Trust Estate and any other obligor upon such COLT 200_-_ Secured Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this COLT Indenture with respect to the COLT 200_-_ Collateral and of the VAULT Security Agreement with respect to the Pledged 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 COLT Indenture Trustee and the COLT 200_-_ Secured Noteholders;; and (iv) sell or otherwise liquidate the Collateral COLT 200_-_ 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) cause law or elect to have COLT maintain possession of the Grantor TrustCOLT 200_-_ Trust Estate, by means of a written direction, to sell or otherwise liquidate including the Receivables or any portion thereof or rights or interest Series 200_-_ Lease Assets included therein, at one or more public or private sales called and conducted in any manner permitted by lawcontinue to apply collections on such Series 200_-_ Lease Assets as if there had been no declaration of acceleration; provided, however, that the COLT Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor COLT 200_-_ Trust to liquidate the Receivables at the direction of the Noteholders Estate following an Event of Default and acceleration of the COLT 200_-_ Secured Notes, except as is set forth in Section 3.20, unless (i) (Ai)(A) the Holders of all of the aggregate Outstanding Amount of the COLT 200_-_ Secured Notes consent thereto or thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders Holders of the COLT 200_-_ Secured Notes are sufficient to discharge in full the principal of and the accrued interest on the Notes, at COLT 200_-_ Secured Notes as of the date of such sale or liquidation or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b(b) or Section 5.1(c(c) or otherwise arising from a failure to make a required payment of principal on any the COLT 200_-_ Secured Notes, (y) the COLT Indenture Trustee determines that the Collateral COLT 200_-_ Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the COLT 200_-_ Secured Notes as and when they would have become due if the COLT 200_-_ Secured Notes had not been declared due and payable, payable and (z) the COLT Indenture Trustee obtains the consent of the Holders of 66 2/3% all of the aggregate Outstanding Amount of the Notes COLT 200_-_ Secured Notes, and (ii) ten (10) calendar 10 days’ ' prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoAgencies. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), the COLT 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 Collateral or the assets of the Grantor Trust, as applicable, COLT 200_-_ Trust Estate for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If the COLT Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such the money or property together with all Available Funds and all amounts on deposit in the following order: FIRST: to the COLT Indenture Trustee for amounts due under Section 6.7 and then to the COLT Owner Trustee for amounts due to the COLT Owner Trustee (not including amounts due for payments to the Series 200_-_ Certificateholder) under Section 6.9 of the Declaration; and SECOND: to the COLT Collection Account, Account for distribution in the Note Distribution Account, following priority: (i) payment in full of the Reserve accrued and unpaid interest on the COLT 200_-_ Secured Notes; (ii) payment in full of unpaid principal balance of the COLT 200_-_ Secured Notes; (iii) to the CARAT Collection Account towards payment in full of any CARAT Collection Account Shortfall Amount and (iv) the Class N Reserve Account remainder shall be distributed in accordance with, and in with the order instructions of priority set forth in, Section 2.7(f) hereofthe COLT 200_-_ Certificateholder.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)continuing, the Indenture Trustee may, or at the written direction of the majority of Majority Noteholders (subject to the Holders of the Notes of the Controlling Classterms hereof) shall, shall do one or more of the following (subject to Sections 5.3 and 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 and the Hedge Agreements (including any termination payments and any other amounts owed thereunder) or under this Indenture with respect thereto, whether by declaration of acceleration 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 Collateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Holders of the Notes and the Noteholders;Hedge Counterparties, including, for the avoidance of doubt, the exercise of any remedies available under the Basic Documents; and (iv) sell or otherwise liquidate the 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables 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; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction of the Noteholders following an Event of Default, other than an Event of Default and acceleration of the Notesdescribed in Section 5.1(a)(i) or (ii), unless (i) (A) the Holders of all of the aggregate Outstanding Amount of the Notes Majority Noteholders consent thereto or thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders Secured Parties are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest and all amounts then due under the principal of Hedge Agreements or that would be due and payable to the accrued interest Hedge Counterparties if the Hedge Agreements were terminated on the Notes, at the date of such sale (including any termination payments and any other amounts due thereunder or liquidation that would be due and payable to the Hedge Counterparties if the Hedge Agreements were terminated on the date of such sale) or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral 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 immediately due and payable, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3% one hundred percent (100%) of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoNotes. 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 Collateral or the assets of the Grantor Trust, as applicable, for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out promptly after receipt thereof deposit such money or property together with all Available Funds and all amounts on deposit in to the Collection AccountAccount as Collections to be applied pursuant to Article VIII hereof. If the Indenture Trustee collects any money or property pursuant to this Article V, the Note Distribution AccountIndenture Trustee may fix a record date and payment date for any payment to Noteholders and any Hedge Counterparty pursuant to this Section 5.4. At least fifteen (15) days before such record date, the Reserve Account Issuer shall mail, by overnight mail, to each Noteholder (or transmit electronically, to the extent Notes are held in book-entry form) and each Hedge Counterparty and the Class N Reserve Account Indenture Trustee a notice that states the record date, the payment date and the amount to be paid. The Indenture Trustee shall incur no liability as a result of any sale (whether public or private) of the Collateral or any part thereof pursuant to this Section 5.4 that is conducted in accordance witha commercially reasonably manner. Each of the Issuer and the Noteholders hereby waives any claim against the Indenture Trustee arising by reason of the fact that the price at which the Collateral may have been sold at such sale (whether public or private) was less than the price that might have been obtained otherwise, even if the Indenture Trustee accepts the first offer received and does not offer the Collateral to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. Each of the Issuer and the Noteholders hereby agree that in respect of any sale of the Collateral pursuant to the terms hereof, the Indenture Trustee is authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable Law, or in order to obtain any required approval of the sale or of the purchaser by any governmental authority or official, and the Issuer and the Noteholders further agree that such compliance shall not, in and of its self, result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the order Indenture Trustee be liable or accountable to the Issuer or any Noteholders for any discount allowed by reason of priority set forth in, Section 2.7(f) hereofthe fact that the Collateral or any part thereof is sold in compliance with any such limitation or restriction.

Remedies; Priorities. (a) If an Event of Default, other than an Event of Default pursuant to Section 5.01(g) (the remedy for which is set forth in Section 5.04(b)), shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)continuing, the Indenture Trustee may, or at the written direction of the majority of the Holders of the Notes of the Controlling Class, shall may do one or more of the following (subject to Sections 5.3 and 5.5Section 5.05): (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 Bonds 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 Bonds moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Collateral; (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 Trustee and the Noteholders;Holders of the Bonds; and (iv) sell or otherwise liquidate the 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) cause the Grantor TrustPROVIDED, by means of a written direction, to sell or otherwise liquidate the Receivables or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, howeverHOWEVER, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction of the Noteholders following an Event of Default, other than an Event of Default and acceleration of the Notesdescribed in Section 5.01(a), (b) or (c), unless (i) (A) the Holders of all 100 percent of the aggregate Outstanding Amount of the Notes Bonds consent thereto or 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 Bonds for principal and interest after taking into account payment of all amounts due prior thereto pursuant to the principal of and the accrued interest on the Notes, at the date of such sale or liquidation priorities set forth in Section 8.02(d) or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral will not continue to provide sufficient funds for the payment of principal of and interest all payments on the Notes Bonds as and when they would have become due if the Notes Bonds had not been declared due and payable, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoBonds. 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 Collateral or the assets of the Grantor Trust, as applicable, for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If an Event of Default pursuant to Section 5.01(g) shall have occurred and be continuing, then the Indenture Trustee, in its own name and as trustee of an express trust, shall be, to the extent permitted by state and federal law, entitled and empowered to institute any suits, actions or proceedings at law, in equity or otherwise, to enforce the State Pledge and to collect any monetary damages as a result of a breach thereof, and may prosecute any such suit, action or proceeding to judgment or final decree. (c) If the Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account in accordance with, and in with the order of priority priorities set forth in, in Section 2.7(f) hereof8.02(d).

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)become due and payable, the Indenture Trustee maymay (upon the Insurer's prior consent), or and shall at the written direction of the majority of the Holders of the Notes of the Controlling ClassInsurer's direction, shall do one or more of the following (subject to Sections 5.3 and 5.5Section 5.05): (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 CollateralIndenture Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Insurer and the Noteholders;; and (iv) sell or otherwise liquidate the Collateral Indenture Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and (v) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the 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; provided, however, that during the existence and continuation of an Insurer Default the Indenture Trustee shall not require the prior consent and direction of the Insurer; and further provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction of the Noteholders following an Event of Default and acceleration of the Notes, unless (i) (A) the Holders of all of the aggregate 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 the principal of and the accrued interest on the Notes, at the date of such sale or liquidation or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral 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, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior thereto. 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 Collateral or the assets of the Grantor Trust, as applicable, for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account in accordance with, and in the order of priority set forth in, Section 2.7(f) hereof.Indenture

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)declared to be immediately due and payable following an Event of Default, the Indenture Trustee may, or and at the written direction of the majority Noteholders representing not less than 51% of the Holders of the Notes Note Balance of the Controlling ClassClass shall, shall do take one or more of the following action (subject to Sections 5.3 5.02 and 5.55.05): (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, obtained and collect from the Issuing Entity Issuer and any other obligor upon on 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 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 Noteholders;Holders of the Notes; and (iv) sell or otherwise liquidate the 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables 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 lawApplicable Law; provided, however, notwithstanding anything else herein to the contrary, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction of the Noteholders following an Event of Default, other than an Event of Default and acceleration of the Notesdescribed in Section 5.01(a) or (b), unless (i) unless: (A) the Holders of all Noteholders representing 100% of the aggregate Outstanding Amount of the Notes Note Balance consent thereto or thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are will be sufficient to discharge pay in full the all amounts then due and unpaid on such Notes in respect of principal of and the accrued interest on the Notesinterest, at the date of such sale or liquidation or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral 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 immediately due and payable, and (z) the Indenture Trustee obtains the consent of Holders of 66 the Noteholders representing 66-2/3% of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoNote Balance. In determining such sufficiency or insufficiency with respect to clauses clause (B) and (C)) above, the Indenture Trustee may, at the Issuer’s 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 Collateral or the assets of the Grantor Trust, as applicable, for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If the Indenture Trustee collects any money or property pursuant to this Article Vas a result of selling or liquidating the Collateral, it shall, or shall direct the Paying Agent to, pay out such money or property property, together with all other Available Funds Collections and all amounts on deposit in the Collection AccountTrust Accounts, on the related Payment Date or other date fixed pursuant to Section 5.04(c) in the following order of priority: (i) first, to the Indenture Trustee, the Note Distribution AccountOwner Trustee and the Administrator, any accrued and unpaid fees, indemnity payments and reasonable expenses permitted under the Basic Documents; (ii) second, to the Servicer, the Reserve Account Servicing Fee and all unpaid Servicing Fees and to any Backup Servicer, the Backup Servicing Fee and all unpaid Backup Servicing Fees, if any, with respect to prior Collection Periods; (iii) third, pro rata, to the Holders of the Class A-1 Notes, the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes and the Holders of the Class A-4 Notes, the Accrued Class A-1 Note Interest, the Accrued Class A-2 Note Interest, the Accrued Class A-3 Note Interest and the Accrued Class A-4 Note Interest, respectively; (iv) fourth, if (A) the Receivables have been sold after an Event of Default has occurred or (B) an Event of Default described in Section 5.01(a), (b) or (d) has occurred, in the following order of priority: (A) to the Holders of the Class A-1 Notes in respect of principal thereon until the Class A-1 Notes have been Paid in full; (B) pro rata, to the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes and the Holders of the Class A-4 Notes, in respect of principal thereon, until the Class A-2 Notes, the Class A-3 Notes and the Class N Reserve Account A-4 Notes have been Paid in accordance withfull; (C) to the Holders of the Class B Notes, the Accrued Class B Note Interest; (D) to the Holders of the Class B Notes in respect of principal thereon until the Class B Notes have been Paid in full; (E) to the Holders of the Class C Notes, the Accrued Class C Note Interest; (F) to the Holders of the Class C Notes in respect of principal thereon until the Class C Notes have been Paid in full; (v) fifth, if an Event of Default other than that described in clause (iv) directly above has occurred and the Receivables have not been sold after such Event of Default has occurred, in the following order of priority set forth inpriority: (A) to the Holders of the Class B Notes, Section 2.7(fthe Accrued Class B Note Interest; (B) hereofto the Holders of the Class C Notes, the Accrued Class C Note Interest; (C) to the Holders of the Class A-1 Notes in respect of principal thereon until the Class A-1 Notes have been Paid in full; (D) pro rata, to the Holders of the Class A-2 Notes, the Holders of the Class A-3 Notes and the Holders of the Class A-4 Notes, in respect of principal thereon, until the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes have been Paid in full; (E) to the Holders of the Class B Notes in respect of principal thereon until the Class B Notes have been Paid in full; (F) to the Holders of the Class C Notes in respect of principal thereon until the Class C Notes have been Paid in full; (vi) sixth, any remaining funds shall be distributed to the Certificateholders. (c) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Indenture Trustee shall mail to each Noteholder and the Servicer a notice that states the record date, the payment date and the amount to be paid.

Remedies; Priorities. (a) If an Event of Default with respect to the [Group I] or [Group II] Notes, as the case may be, shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)continuing, the Indenture Trustee may, or shall at the written direction of (x) with respect to the [Group I] Notes, the [Group I] Controlling Parties, representing not less than a majority of the Holders Outstanding Amount of the related [Group I] Notes (or such different percentage as set forth below), and (y) with respect to the [Group II] Notes, the [Group II] Controlling Parties, representing not less than a majority of the Controlling ClassOutstanding Amount of the related [Group II] Notes (or such different percentage as set forth below), shall do one or more of the following (subject to Sections 5.3 and 5.5Section 5.05): (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 [Group I] or [Group II] Notes, as applicable, 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 [Group I] or [Group II] Notes, as applicable, moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the CollateralIndenture Trust Estate securing the [Group I] and/or [Group II] Notes, as applicable; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;Holders of the [Group I] or [Group II] Notes, as applicable; and (iv) sell or otherwise liquidate the Collateral or any portion thereof or rights or interest thereinIndenture Trust Estate securing the [Group I] and/or [Group II] Notes, at one or more public or private sales called and conducted in any manner permitted by law; and (v) cause the Grantor Trustas applicable, by means of a written direction, to sell or otherwise liquidate the Receivables or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause Indenture Trust Estate securing the Grantor Trust to liquidate the Receivables at the direction of the Noteholders [Group I] and/or [Group II] Notes, as applicable, following an Event of Default, other than an Event of Default and acceleration of the Notesdescribed in Section 5.01(i) or (ii), unless (i) (Ax) with respect to the Holders [Group I] Notes, [__]% of all of the aggregate Outstanding Amount of the Notes consent thereto [Group I] Noteholders, or (By) with respect to the [Group II] Notes, [__]% of [Group II] Noteholders, consent to such sale, (ii) 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 Notes, at the date of such sale outstanding [Group I] or liquidation [Group II] Notes or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (yiii) the Indenture Trustee determines that the Collateral will not continue to provide sufficient funds for the payment of principal of and interest collections on the Notes [Group I] or [Group II] Student Loans, as and when they the case may be, would not be sufficient on an ongoing basis to make all payments on the [Group I] or [Group II] Notes, respectively, as such payments would have become due if the Notes such obligations had not been declared due and payable, and (z) the Indenture Trustee obtains the consent of (x) with respect to the [Group I] Notes, the Holders of 66 2/3the [Group I] Notes representing not less than [__]% of the Outstanding Amount of the Notes [Group I] Notes, and (iiy) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior thereto. In determining such sufficiency or insufficiency with respect to clauses (B) and (C)the [Group II] Notes, the Holders of the [Group II] Notes representing not less than [__]% of the Outstanding Amount of the [Group II] Notes. In addition, notwithstanding anything herein to the contrary, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking Trustee’s rights hereunder to sell the [Group I] or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral or the assets of the Grantor Trust[Group II] Student Loans, as applicable, for such purpose; provided, however, that prior shall be subject to the exercise provisions of Section 10.06 of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor Sale and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor)Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account in accordance with, and in the order of priority set forth in, Section 2.7(f) hereof.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)continuing, then the Indenture Trustee Trustee, subject to the provisions of Section 10.17 hereof, with the written consent of the Enhancer may, or or, at the written direction of the majority of the Holders of the Notes of the Controlling ClassEnhancer, shall shall, do one or more of the following (following, in each case subject to Sections 5.3 and 5.5):Section 5.05: (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then due and payable on the Notes or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, and all amounts payable under the Insurance Agreement, enforce any judgment obtained, and collect from the Issuing Entity Issuer and any other obligor upon such on the Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the CollateralTrust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;; and (iv) sell or otherwise liquidate the 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction of the Noteholders Estate following an Event of Default, unless (A) the Indenture Trustee obtains the written consent of the Enhancer, so long as no Enhancer Default and acceleration exists, or, if an Enhancer Default exists, the Noteholders of 100% of the Note Balance of the Notes, unless (i) (A) the Holders of all of the aggregate 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 the Notes for principal of and interest and to reimburse the accrued interest on Enhancer for any amounts drawn under the Notes, at Policy and any other amounts due the date of such sale or liquidation Enhancer under the Insurance Agreement or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral Mortgage Loans 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, and (z) the Indenture Trustee obtains the written consent of Holders the Enhancer and the Noteholders of 66 2/3% of the Outstanding Amount Note Balance of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoNotes. 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 rely, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral or the assets of the Grantor Trust, as applicable, Trust Estate for such purpose; provided. Notwithstanding the foregoing, howeverprovided that a Servicing Default shall not have occurred, that prior any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall be made subject to the exercise continued servicing of the right to sell all or Mortgage Loans by the Servicer as provided in the Servicing Agreement. Notwithstanding any portion sale of the Collateral as provided hereinMortgage Loans pursuant to this Section 5.04(a), the Indenture Trustee shall provide a notice in writing shall, for so long as any principal or accrued interest on the Notes remains unpaid, continue to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The act as Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after hereunder and to draw amounts payable under the Event of Default Sale Notice has been given to the Issuing Entity (Policy in accordance with a copy to the Grantor Trust and the Depositor)its terms. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shallit, or shall direct the Paying Agent toon its behalf, shall pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account in accordance with, and in the order of priority set forth in, Section 2.7(f) hereof.following order:

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have if an acceleration has been accelerated under declared and not rescinded pursuant to Section 5.2(a)5.02 hereof, the Indenture Trustee subject to the provisions of Section 10.16 hereof may, or and shall, at the written direction of either (i) the Note Insurer, so long as no Note Insurer Default exists, or (ii) the Holders of a majority of the Holders aggregate Note Balance of the Notes (with the consent of the Controlling ClassNote Insurer, shall so long as no Note Insurer Default exists), do one or more of the following (subject to Sections 5.3 and 5.5Section 5.05 hereof): (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, 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 CollateralTrust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;Holders of the Notes; and (iv) sell or otherwise liquidate the Collateral 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) cause the Grantor TrustPROVIDED, by means of a written direction, to sell or otherwise liquidate the Receivables or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, howeverHOWEVER, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction of the Noteholders Estate following an Event of Default and acceleration Default, unless (A) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Balance of the Notes, unless (i) (A) the Holders of all of the aggregate Outstanding Amount of the Notes consent thereto or (B) the proceeds of such sale or liquidation distributable to the Noteholders Holders of the Notes are sufficient to discharge in full the all amounts then due and unpaid upon such Notes for principal of and the accrued interest on the Notes, at the date of such sale or liquidation or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the applicable Notes as and when they would have become due if the Notes had not been declared due and payable, and (z) the Indenture Trustee obtains the consent of the Holders of 66 2/3% a majority of the Outstanding Amount aggregate Note Balance of the Notes and (ii) ten (10) calendar days’ prior written notice with the consent of sale or liquidation has been given to the Rating Agencies by the DepositorNote Insurer, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoso long as no Note Insurer Default exists). 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 written advice or an opinion (obtained at the expense of the Trust) of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral or the assets of the Grantor Trust, as applicable, Trust Estate for such purpose; provided. Notwithstanding the foregoing, however, that prior to the exercise of the right to sell all or any portion of the Collateral so long as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Master Servicer Event of Default Sale Notice”) of its intention to sell all or has not occurred, any portion sale of the Collateral (Trust Estate shall be made subject to the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all continued servicing of the Collateral, Mortgage Loans by the portion of Master Servicer as provided in the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor)Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such the money or property together with all Available Funds and all amounts on deposit in the Collection Accountfollowing order: (i) to the Indenture Trustee for amounts due under Section 6.07 hereof; to the Owner Trustee for amounts due pursuant to Article VII of the Trust Agreement and to the Swap Provider any amounts owed pursuant to the Interest Rate Swap Agreement (other than Swap Termination Payments owed to the Swap Provider due to a Swap Provider Trigger Event); (ii) to the Note Insurer, any premiums owed pursuant to the Note Insurance Agreement and to the Pool Insurer, any Pool Insurer Premium it is owed pursuant to the Pool Policy (other than the Deferred Premium) on a pro rata basis; (iii) to the Noteholders for amounts due and unpaid on the Notes (including Interest Carryforward Amount but not including any Basis Risk Shortfalls) with respect to interest, concurrently, to the Holders of each Class of Class A Notes, on a PRO RATA basis based on the entitlement of each such Class; (iv) to the Noteholders for amounts due and unpaid on the Notes with respect to principal, concurrently, to the Holders of each Class of Class A Notes, on a PRO RATA basis based on the Note Balance of each such Class, until the Note Balance of each such Class is reduced to zero; (v) to the Note Insurer, any other amounts owed pursuant to the Note Insurance Agreement; (vi) to the Pool Insurer, any other amounts owed to the Pool Insurer under the Pool Policy (other than the Deferred Premium) (vii) to the Noteholders for amounts due and unpaid on the Notes with respect to any related Basis Risk Shortfalls, concurrently, to the Holders of each Class of Class A Notes, on a PRO RATA basis based on the Basis Risk Shortfalls for each such Class; (viii) to the Pool Insurer, the Note Distribution AccountDeferred Premium; (ix) to the Swap Provider, any Swap Termination Payment owed triggered by a Swap Provider Trigger Event; and (x) to the payment of the remainder, if any to the Certificate Paying Agent on behalf of the Issuer or to any other person legally entitled thereto. The Indenture Trustee may fix a record date and Payment Date for any payment to Noteholders pursuant to this Section 5.04. At least 15 days before such record date, the Reserve Account Indenture Trustee shall mail to each Noteholder a notice that states the record date, the Payment Date and the Class N Reserve Account in accordance with, and in the order of priority set forth in, Section 2.7(f) hereofamount to be paid.

Remedies; Priorities. (a) If an Event of Default (other than an Event of Default under clause (vii) of Section 5.01) shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)with respect to a Series, the Indenture Trustee may, or at the written direction of the majority of the Holders of the Notes of the Controlling Class, shall may do one or more of the following (subject to Sections 5.3 and 5.5Section 5.05): (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 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 any other obligor moneys adjudged due upon such Notes monies adjudged dueNotes; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Note Collateral; (iii) exercise any remedies of a secured party under the UCC or the Funding Law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;Holders of the Notes of such Series; and (iv) sell or otherwise liquidate the Note 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) cause the Grantor TrustPROVIDED, by means of a written direction, to sell or otherwise liquidate the Receivables or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, howeverHOWEVER, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Trust to liquidate the Receivables at the direction any portion of the Noteholders Note Collateral following such an Event of Default, other than an Event of Default and acceleration of the Notesdescribed in Section 5.01(i), (ii) or (iii), with respect to any Series unless (i) (A) the Holders of all 100 percent of the aggregate Outstanding Amount of the Notes of all Series consent thereto or 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 for principal, premium, if any, and interest after taking into account payment of all amounts due prior thereto pursuant to the principal of and the accrued interest on the Notes, at the date of such sale or liquidation priorities set forth in Section 8.02(d) or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Note 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 and when they would have become due if the Notes had not been declared due and payable, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior theretoall 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 Note Collateral or the assets of the Grantor Trust, as applicable, for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (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 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 State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee as a result of any such Event of Default, and may prosecute any such Proceeding to final judgment or decree. (c) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account in accordance with, and in with the order of priority priorities set forth in, in Section 2.7(f) hereof8.02(d).

Remedies; Priorities. (a) If an Event of Default shall have has occurred and be continuing is continuing, and the Notes have been accelerated under declared due and payable and such declaration and its consequences have not been rescinded and annulled, subject to the provisions of Section 5.2(a)11.15 hereof, the Indenture Trustee may, or at the written direction of the majority of the Holders of the Notes of the Controlling Class, shall may do one or more of the following (subject to Sections 5.3 the provisions of this Section 5.04 and 5.5Section 5.15): (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 moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Indenture Collateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;Holders of the Notes; and (iv) sell or otherwise liquidate the Indenture Collateral 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner matter permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Indenture Collateral or cause following and during the Grantor Trust to liquidate the Receivables at the direction continuance of the Noteholders following an Event of Default and acceleration of the Notes, unless (i) (A) the Holders of all of the aggregate Outstanding Amount of the Notes consent thereto have been declared or otherwise become immediately due and payable in accordance with Section 5.02 and such declaration or acceleration and its consequences have not been rescinded and annulled and (B) either (1) the proceeds of such sale Sale or liquidation are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest (including any interest payable pursuant to Section 7.05(a)(6) or 7.05(c)(4)), (2) the Trustee determines that the Indenture Collateral would not be sufficient on an ongoing basis to make all payments on the Notes as those payments would have become due had the Notes not been declared due and payable and the Super-Majority Noteholders (excluding Notes held by the Trust Depositor, the Seller, the Servicer or any of their respective affiliates) consent to such Sale or (3) 100% of the holders of the outstanding Notes (excluding Notes held by the Trust Depositor, the Seller, the Servicer or any of their respective affiliates) consent to such Sale. In determining whether the proceeds of such Sale or liquidation distributable to the Noteholders and the other parties entitled thereto are sufficient to discharge in full the principal of and the accrued interest on the Notes, at the date of such sale or liquidation or amounts referenced in clause (CB)(1) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral 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, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior thereto. In determining such sufficiency or insufficiency with respect to clauses (B) and (C)above, the Indenture Trustee may, but need not, obtain obtain, at the Issuer’s expense, and rely upon an opinion of an Independent independent accountant or an investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral or the assets expected sales proceeds of the Grantor Trust, as applicable, Indenture Collateral for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out distribute such money or property together in accordance with all Available Funds Section 7.06(c) of the Sale and all amounts on deposit in the Collection AccountServicing Agreement. The Trustee may fix a record date and BUSINESS.29147457.3 distribution date (which may be a date other than a Payment Date) for any payment to Noteholders pursuant to this Section 5.04. At least five days before such record date, the Note Distribution AccountIssuer shall mail to each Noteholder and the Trustee a notice that states the record date, the Reserve Account distribution date and the Class N Reserve Account in accordance with, and in the order of priority set forth in, Section 2.7(f) hereofamount to be paid.

Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a)continuing, the Indenture Trustee may, or at the written direction of the Noteholders of Notes evidencing not less than a majority of the Holders of the Notes Outstanding Amount of the Controlling Class, shall shall, do one or more of the following (subject to Sections 5.3 Section 5.5 and 5.56.2(f)): (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 CollateralIndenture Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee Trustee, the Noteholders and the Noteholders;Counterparties; and (iv) sell or otherwise liquidate the 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables Indenture Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the Grantor Indenture Trust to liquidate the Receivables at the direction of the Noteholders Estate following an Event of Default, other than Event of Default and acceleration of the Notesdescribed in Section 5.1(i) or (ii), unless unless, (i) with respect to any Event of Default described in Section 5.1(v) or (vi): (A) the Holders holders of all Notes evidencing 100% of the aggregate Outstanding Amount of the Controlling Class (excluding Notes held by a Seller, the Master Servicer or any of their respective Affiliates) consent thereto or thereto; or (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 Notes, Outstanding Notes at the date of such sale or liquidation or sale; or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines based solely on an analysis provided by an independent accounting firm which shall not be at the expense of the Indenture Trustee that the Collateral Indenture 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 (z) the Indenture Trustee obtains the consent of Holders holders of 66 2/3% Notes evidencing not less than 66?% of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior thereto. 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 Collateral or the assets of the Grantor Trust, as applicable, for such purposeControlling Class; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Account and the Class N Reserve Account in accordance with, and in the order of priority set forth in, Section 2.7(f) hereof.or

Remedies; Priorities. (a) If an Event of Default shall have has occurred and be continuing is continuing, and the Notes have been accelerated under declared due and payable and such declaration and its consequences have not been rescinded and annulled, subject to the provisions of Section 5.2(a)11.15 hereof, the Indenture Trustee may, or at the written direction of the majority of the Holders of the Notes of the Controlling Class, shall may do one or more of the following (subject to Sections 5.3 the provisions of this Section 5.04 and 5.5Section 5.15): (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 moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Indenture Collateral; (iii) exercise any remedies of as a secured party under the relevant UCC and take any other appropriate action under applicable law to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;Holders of the Notes; and (iv) sell or otherwise liquidate the Indenture Collateral 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) cause the Grantor Trust, by means of a written direction, to sell or otherwise liquidate the Receivables or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner matter permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Indenture Collateral or cause following and during the Grantor Trust to liquidate the Receivables at the direction continuance of the Noteholders following an Event of Default and acceleration of the Notes, unless (i) (A) the Holders of all of the aggregate Outstanding Amount of the Notes consent thereto have been declared or otherwise become immediately due and payable in accordance with Section 5.02 and such declaration or acceleration and its consequences have not been rescinded and annulled and (B) either (1) the proceeds of such sale Sale or liquidation are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest (including any interest payable pursuant to Section 7.06(a)(6) or 7.06(c)(4)) of the Sale and Servicing Agreement, (2) the Trustee determines that the Indenture Collateral would not be sufficient on an ongoing basis to make all payments on the Notes as those payments would have become due had the Notes not been declared due and payable and the Super-Majority Noteholders (excluding Notes held by the Trust Depositor, the Seller, the Servicer or any of their respective affiliates) consent to such Sale or (3) 100% of the holders of the outstanding Notes (excluding Notes held by the Trust Depositor, the Seller, the Servicer or any of their respective affiliates) consent to such Sale. In determining whether the proceeds of such Sale or liquidation distributable to the Noteholders and the other parties entitled thereto are sufficient to discharge in full the principal of and the accrued interest on the Notes, at the date of such sale or liquidation or amounts referenced in clause (CB)(1) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral 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, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding Amount of the Notes and (ii) ten (10) calendar days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior thereto. In determining such sufficiency or insufficiency with respect to clauses (B) and (C)above, the Indenture Trustee may, but need not, obtain obtain, at the Issuer’s expense, and rely upon an opinion of an Independent independent accountant or an investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral or the assets expected sales proceeds of the Grantor Trust, as applicable, Indenture Collateral for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Grantor Trust, the Grantor Trust Trustee, the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Grantor Trust and the Depositor). (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out distribute such money or property together in accordance with all Available Funds Section 7.06(c) of the Sale and all amounts on deposit in the Collection AccountServicing Agreement. The Trustee may fix a record date and distribution date (which may be a date other than a Payment Date) for any payment to Noteholders pursuant to this Section 5.04. At least five days before such record date, the Note Distribution AccountIssuer shall mail to each Noteholder and the Trustee a notice that states the record date, the Reserve Account distribution date and the Class N Reserve Account in accordance with, and in the order of priority set forth in, Section 2.7(f) hereofamount to be paid.