Common use of The Residual Interest Clause in Contracts

The Residual Interest. (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture or the Sale and Servicing Agreement to the Secured Parties upon the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities); provided: (i) the Depositor delivers, or causes the Administrator to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such additional securities will not have a material adverse effect on the Notes; and (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such additional securities will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such security interest is subordinated in priority to the security interest granted to the Secured Parties pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Residual Interest. (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to under Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture or the Sale and Servicing Agreement to the Secured Parties upon the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to under one or more supplemental indentures to the Indenture or amendments to this Agreement. Such The additional securities may consist of include one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such the additional securities); provided: (i) the Depositor delivers, or causes the Administrator to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect stating that the issuance of such the additional securities will not have a material adverse effect on the Notes; and (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect stating that the issuance of such the additional securities will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes. Without limiting the foregoing, one or more classes of such the additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such the security interest is subordinated in priority to the security interest granted to the Secured Parties pursuant to under the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to under this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such the security interest.

The Residual Interest. (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture or the Sale and Servicing Agreement to the Secured Parties upon the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities); provided: (i) the Depositor delivers, or causes the Administrator to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s 's Certificate to the effect that the issuance of such additional securities will not have a material adverse effect on the Notes; and; (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such additional securities will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes purposes, or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and (iii) the Depositor either delivers to the Indenture Trustee and the Owner Trustee (A) an Opinion of Counsel to the effect that, after giving effect to such exchange, there will be no withholding imposed under Sections 1441 or 1442 of the Code in respect of payments on any such additional security or that the withholding tax imposed will be no greater than the withholding tax imposed prior to such exchange or (B) an Officer's Certificate that states withholding is applicable to payments on any such additional securities, the rate of withholding tax required on such payments, and that such amounts will be withheld and remitted to the Internal Revenue Service in satisfaction of the requirements of Sections 1441 and 1442 of the Code. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such security interest interest, is subordinated in priority to the security interest granted to the Secured Parties pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Residual Interest. (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture or the Sale and Servicing Agreement to the Secured Parties upon the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities); provided: (i) the Depositor delivers, or causes the Administrator to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such additional securities will not have a material adverse effect on the Notes; and; (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such additional securities will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes purposes, or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and (iii) the Depositor either delivers to the Indenture Trustee and the Owner Trustee (A) an Opinion of Counsel to the effect that, after giving effect to such exchange, there will be no withholding imposed under Sections 1441 or 1442 of the Code in respect of payments on any such additional security or that the withholding tax imposed will be no greater than the withholding tax imposed prior to such exchange or (B) an Officer’s Certificate that states withholding is applicable to payments on any such additional securities, the rate of withholding tax required on such payments, and that such amounts will be withheld and remitted to the Internal Revenue Service in satisfaction of the requirements of Sections 1441 and 1442 of the Code. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such security interest is subordinated in priority to the security interest granted to the Secured Parties pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Residual Interest. (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Re­serve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture or the Sale and Servicing Agreement to the Secured Parties upon the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities); , provided: (i) the Depositor deliversrights of the holders of such additional securities, or causes when taken as a whole, are no greater than the Administrator rights of the holder of the Residual Interest immediately prior to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such additional securities will not have a material adverse effect on the Notes; and(unless all Noteholders of Outstanding Notes otherwise consent); (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such additional securities will not (A) adversely affect in any material respect the interest of any Noteholder, (B) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (BC) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes purposes, or (CD) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and (iii) the Depositor either delivers to the Indenture Trustee and the Owner Trustee (A) an Opinion of Counsel to the effect that, after giving effect to such exchange, there will be no withholding imposed under Sections 1441 or 1442 of the Code in respect of payments on any such additional security or that the withholding tax imposed will be no greater than the withholding tax imposed prior to such exchange or (B) an Officer's Certificate that states withholding is applicable to payments on any such additional securities, the rate of withholding tax required on such payments, and that such amounts will be withheld and remitted to the Internal Revenue Service in satisfaction of the requirements of Sections 1441 and 1442 of the Code. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such security interest interest, is subordinated in priority to the security interest granted to the Secured Parties pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Residual Interest. (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture Indenture, the Servicing Agreement or the Sale and Servicing Agreement Supplement to the Secured Parties upon the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities); provided: (i) the Depositor delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such additional securities will not have a material adverse effect on the Notes; and; (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such additional securities will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes purposes, or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and (iii) the Depositor either delivers to the Indenture Trustee and the Owner Trustee (A) an Opinion of Counsel to the effect that, after giving effect to such exchange, there will be no withholding imposed under Sections 1441 or 1442 of the Code in respect of payments on any such additional security or that the withholding tax imposed will be no greater than the withholding tax imposed prior to such exchange or (B) an Officer’s Certificate that states withholding is applicable to payments on any such additional securities, the rate of withholding tax required on such payments, and that such amounts will be withheld and remitted to the Internal Revenue Service in satisfaction of the requirements of Sections 1441 and 1442 of the Code. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such security interest interest, is subordinated in priority to the security interest granted to the Secured Parties pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction 2011-B Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Residual Interest. (a) Upon On the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to under Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture Indenture, the Servicing Agreement or the Sale and Servicing Agreement Supplement to the Secured Parties upon on the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to under one or more supplemental indentures to the Indenture or amendments to this Agreement. Such The additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such the additional securities); provided: (i) the Depositor delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such the additional securities will not have a material adverse effect on the Notes; and (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such the additional securities will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such the security interest is subordinated in priority to the security interest granted to the Secured Parties pursuant to under the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction 2015-B Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to under this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such the security interest.

The Residual Interest. (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture Indenture, the Servicing Agreement or the Sale and Servicing Agreement Supplement to the Secured Parties upon the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities); provided: (i) the Depositor delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such additional securities will not have a material adverse effect on the Notes; and (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such additional securities will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such security interest interest, is subordinated in priority to the security interest granted to the Secured Parties pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction 2012-B Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Residual Interest. (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture Indenture, the Servicing Agreement or the Sale and Servicing Agreement Supplement to the Secured Parties upon the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities); provided: (i) the Depositor delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such additional securities will not have a material adverse effect on the Notes; and; (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such additional securities will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes purposes, or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and (iii) the Depositor either delivers to the Indenture Trustee and the Owner Trustee (A) an Opinion of Counsel to the effect that, after giving effect to such exchange, there will be no withholding imposed under Sections 1441 or 1442 of the Code in respect of payments on any such additional security or that the withholding tax imposed will be no greater than the withholding tax imposed prior to such exchange or (B) an Officer’s Certificate that states withholding is applicable to payments on any such additional securities, the rate of withholding tax required on such payments, and that such amounts will be withheld and remitted to the Internal Revenue Service in satisfaction of the requirements of Sections 1441 and 1442 of the Code. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such security interest interest, is subordinated in priority to the security interest granted to the Secured Parties pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction 2012-A Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Residual Interest. (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture Indenture, the Servicing Agreement or the Sale and Servicing Agreement Supplement to the Secured Parties upon the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities); provided: (i) the Depositor delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such additional securities will not have a material adverse effect on the Notes; and; (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such additional securities will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes purposes, or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and (iii) the Depositor either delivers to the Indenture Trustee and the Owner Trustee (A) an Opinion of Counsel to the effect that, after giving effect to such exchange, there will be no withholding imposed under Sections 1441 or 1442 of the Code in respect of payments on any such additional security or that the withholding tax imposed will be no greater than the withholding tax imposed prior to such exchange or (B) an Officer’s Certificate that states withholding is applicable to payments on any such additional securities, the rate of withholding tax required on such payments, and that such amounts will be withheld and remitted to the Internal Revenue Service in satisfaction of the requirements of Sections 1441 and 1442 of the Code. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such security interest interest, is subordinated in priority to the security interest granted to the Secured Parties pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction 2011-A Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Residual Interest. (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture Indenture, the Servicing Agreement or the Sale and Servicing Agreement Supplement to the Secured Parties upon the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities); provided: (i) the Depositor delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such additional securities will not have a material adverse effect on the Notes; and (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such additional securities will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such security interest interest, is subordinated in priority to the security interest granted to the Secured Parties pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction 2013-A Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Residual Interest. (a) Upon On the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to under Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture Indenture, the Servicing Agreement or the Sale and Servicing Agreement Supplement to the Secured Parties upon on the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to under one or more supplemental indentures to the Indenture or amendments to this Agreement. Such The additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such the additional securities); provided: (i) the Depositor delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such the additional securities will not have a material adverse effect on the Notes; and (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such the additional securities will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such the security interest is subordinated in priority to the security interest granted to the Secured Parties pursuant to under the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction 2015-A Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to under this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such the security interest.

The Residual Interest. (a) Upon On the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to under Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture Indenture, the Servicing Agreement or the Sale and Servicing Agreement Supplement to the Secured Parties upon on the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to under one or more supplemental indentures to the Indenture or amendments to this Agreement. Such The additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such the additional securities); provided: (i) the Depositor delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such the additional securities will not have a material adverse effect on the Notes; and (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such the additional securities will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such the security interest is subordinated in priority to the security interest granted to the Secured Parties pursuant to under the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction 2014-B Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to under this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such the security interest.

The Residual Interest. (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture or the Sale and Servicing Agreement to the Secured Parties upon the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities); provided: (i) the Depositor deliversrights of the holders of such additional securities, or causes when taken as a whole, are no greater than the Administrator rights of the holder of the Residual Interest immediately prior to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such additional securities will not have a material adverse effect on the Notes; and(unless all Noteholders of Outstanding Notes otherwise consent); (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such additional securities will not (A) adversely affect in any material respect the interest of any Noteholder, (B) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (BC) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes purposes, or (CD) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and (iii) the Depositor either delivers to the Indenture Trustee and the Owner Trustee (A) an Opinion of Counsel to the effect that, after giving effect to such exchange, there will be no withholding imposed under Sections 1441 or 1442 of the Code in respect of payments on any such additional security or that the withholding tax imposed will be no greater than the withholding tax imposed prior to such exchange or (B) an Officer's Certificate that states withholding is applicable to payments on any such additional securities, the rate of withholding tax required on such payments, and that such amounts will be withheld and remitted to the Internal Revenue Service in satisfaction of the requirements of Sections 1441 and 1442 of the Code. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such security interest interest, is subordinated in priority to the security interest granted to the Secured Parties pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Residual Interest. (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture Indenture, the Servicing Agreement or the Sale and Servicing Agreement Supplement to the Secured Parties upon the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities); provided: (i) the Depositor delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such additional securities will not have a material adverse effect on the Notes; and (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such additional securities will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such security interest interest, is subordinated in priority to the security interest granted to the Secured Parties pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction 2014-A Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Residual Interest. (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture Indenture, the Servicing Agreement or the Sale and Servicing Agreement Supplement to the Secured Parties upon the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities); provided: (i) the Depositor delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such additional securities will not have a material adverse effect on the Notes; and (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such additional securities will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such security interest interest, is subordinated in priority to the security interest granted to the Secured Parties pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction 2013-B Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Residual Interest. (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture or the Sale and Servicing Agreement to the Secured Parties upon the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities); , provided: (i) the Depositor deliversrights of the holders of such additional securities, or causes when taken as a whole, are no greater than the Administrator rights of the holder of the Residual Interest immediately prior to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such additional securities will not have a material adverse effect on the Notes; and(unless all Noteholders of Outstanding Notes otherwise consent); (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such additional securities will not (A) adversely affect in any material respect the interest of any Noteholder, (B) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (BC) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes purposes, or (CD) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and (iii) the Depositor either delivers to the Indenture Trustee and the Owner Trustee (A) an Opinion of Counsel to the effect that, after giving effect to such exchange, there will be no withholding imposed under Sections 1441 or 1442 of the Code in respect of payments on any such additional security or that the withholding tax imposed will be no greater than the withholding tax imposed prior to such exchange or (B) an Officer's Certificate that states withholding is applicable to payments on any such additional securities, the rate of withholding tax required on such payments, and that such amounts will be withheld and remitted to the Internal Revenue Service in satisfaction of the requirements of Sections 1441 and 1442 of the Code. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such security interest interest, is subordinated in priority to the security interest granted to the Secured Parties pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Residual Interest. (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture or the Sale and Servicing Agreement to the Secured Parties upon the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities); provided: (i) the Depositor delivers, or causes the Administrator to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such additional securities will not have a material adverse effect on the Notes; and; (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such additional securities will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes purposes, or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and (iii) the Depositor either delivers to the Indenture Trustee and the Owner Trustee (A) an Opinion of Counsel to the effect that, after giving effect to such exchange, there will be no withholding imposed under Sections 1441 or 1442 of the Code in respect of payments on any such additional security or that the withholding tax imposed will be no greater than the withholding tax imposed prior to such exchange or (B) an Officer’s Certificate that states withholding is applicable to payments on any such additional securities, the rate of withholding tax required on such payments, and that such amounts will be withheld and remitted to the Internal Revenue Service in satisfaction of the requirements of Sections 1441 and 1442 of the Code. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such security interest interest, is subordinated in priority to the security interest granted to the Secured Parties pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Residual Interest. (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Re-serve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture or the Sale and Servicing Agreement to the Secured Parties upon the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities); , provided: (i) the Depositor deliversrights of the holders of such additional securities, or causes when taken as a whole, are no greater than the Administrator rights of the holder of the Residual Interest immediately prior to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such additional securities will not have a material adverse effect on the Notes; and(unless all Noteholders of Outstanding Notes otherwise consent); (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such additional securities will not (A) adversely affect in any material respect the interest of any Noteholder, (B) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (BC) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes purposes, or (CD) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and (iii) the Depositor either delivers to the Indenture Trustee and the Owner Trustee (A) an Opinion of Counsel to the effect that, after giving effect to such exchange, there will be no withholding imposed under Sections 1441 or 1442 of the Code in respect of payments on any such additional security or that the withholding tax imposed will be no greater than the withholding tax imposed prior to such exchange or (B) an Officer’s Certificate that states withholding is applicable to payments on any such additional securities, the rate of withholding tax required on such payments, and that such amounts will be withheld and remitted to the Internal Revenue Service in satisfaction of the requirements of Sections 1441 and 1442 of the Code. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such security interest interest, is subordinated in priority to the security interest granted to the Secured Parties pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Residual Interest. (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture or the Sale and Servicing Agreement to the Secured Parties upon the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities); , provided: (i) the Depositor deliversrights of the holders of such additional securities, or causes when taken as a whole, are no greater than the Administrator rights of the holder of the Residual Interest immediately prior to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such additional securities will not have a material adverse effect on the Notes; and(unless all Noteholders of Outstanding Notes otherwise consent); (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such additional securities will not (A) adversely affect in any material respect the interest of any Noteholder, (B) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (BC) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes purposes, or (CD) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and (iii) the Depositor either delivers to the Indenture Trustee and the Owner Trustee (A) an Opinion of Counsel to the effect that, after giving effect to such exchange, there will be no withholding imposed under Sections 1441 or 1442 of the Code in respect of payments on any such additional security or that the withholding tax imposed will be no greater than the withholding tax imposed prior to such exchange or (B) an Officer's Certificate that states withholding is applicable to payments on any such additional securities, the rate of withholding tax required on such payments, and that such amounts will be withheld and remitted to the Internal Revenue Service in satisfaction of the requirements of Sections 1441 and 1442 of the Code. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such security interest interest, taken as whole, is subordinated in priority to the security interest granted to the Secured Parties pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Residual Interest. (a) Upon On the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to under Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture Indenture, the Servicing Agreement or the Sale and Servicing Agreement Supplement to the Secured Parties upon on the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to under one or more supplemental indentures to the Indenture or amendments to this Agreement. Such The additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such the additional securities); provided: (i) the Depositor delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such the additional securities will not have a material adverse effect on the Notes; and (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such the additional securities will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such the security interest is subordinated in priority to the security interest granted to the Secured Parties pursuant to under the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction 20__-_ Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to under this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such the security interest.

The Residual Interest. (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture Indenture, the Servicing Agreement or the Sale and Servicing Agreement Supplement to the Secured Parties upon the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities); provided: (i) the Depositor delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such additional securities will not have a material adverse effect on the Notes; and; (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such additional securities will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes purposes, or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and (iii) the Depositor either delivers to the Indenture Trustee and the Owner Trustee (A) an Opinion of Counsel to the effect that, after giving effect to such exchange, there will be no withholding imposed under Sections 1441 or 1442 of the Code in respect of payments on any such additional security or that the withholding tax imposed will be no greater than the withholding tax imposed prior to such exchange or (B) an Officer’s Certificate that states withholding is applicable to payments on any such additional securities, the rate of withholding tax required on such payments, and that such amounts will be withheld and remitted to the Internal Revenue Service in satisfaction of the requirements of Sections 1441 and 1442 of the Code. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such security interest interest, is subordinated in priority to the security interest granted to the Secured Parties pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction 20_-_ Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Residual Interest. (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture or the Sale and Servicing Agreement to the Secured Parties upon the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities); , provided: (i) the Depositor deliversrights of the holders of such additional securities, or causes when taken as a whole, are no greater than the Administrator rights of the holder of the Residual Interest immediately prior to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such additional securities will not have a material adverse effect on the Notes; and(unless all Noteholders of Outstanding Notes otherwise consent); (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such additional securities will not (A) adversely affect in any material respect the interest of any Noteholder, (B) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (BC) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes purposes, or (CD) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and (iii) the Depositor either delivers to the Indenture Trustee and the Owner Trustee (A) an Opinion of Counsel to the effect that, after giving effect to such exchange, there will be no withholding imposed under Sections 1441 or 1442 of the Code in respect of payments on any such additional security or that the withholding tax imposed will be no greater than the withholding tax imposed prior to such exchange or (B) an Officer’s Certificate that states withholding is applicable to payments on any such additional securities, the rate of withholding tax required on such payments, and that such amounts will be withheld and remitted to the Internal Revenue Service in satisfaction of the requirements of Sections 1441 and 1442 of the Code. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such security interest interest, taken as whole, is subordinated in priority to the security interest granted to the Secured Parties pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Residual Interest. (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor pursuant to Section 2.5, the Depositor will be the sole holder of the Residual Interest. The holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any Payment Date to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Re-serve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture or the Sale and Servicing Agreement to the Secured Parties upon the termination of the Issuer. (b) The Depositor may exchange its Residual Interest for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities); , provided: (i) the Depositor deliversrights of the holders of such additional securities, or causes when taken as a whole, are no greater than the Administrator rights of the holder of the Residual Interest immediately prior to deliver, to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the issuance of such additional securities will not have a material adverse effect on the Notes; and(unless all Noteholders of Outstanding Notes otherwise consent); (ii) the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that the issuance of such additional securities will not (A) adversely affect in any material respect the interest of any Noteholder, (B) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (BC) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes purposes, or (CD) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and (iii) the Depositor either delivers to the Indenture Trustee and the Owner Trustee (A) an Opinion of Counsel to the effect that, after giving effect to such exchange, there will be no withholding imposed under Sections 1441 or 1442 of the Code in respect of payments on any such additional security or that the withholding tax imposed will be no greater than the withholding tax imposed prior to such exchange or (B) an Officer's Certificate that states withholding is applicable to payments on any such additional securities, the rate of withholding tax required on such payments, and that such amounts will be withheld and remitted to the Internal Revenue Service in satisfaction of the requirements of Sections 1441 and 1442 of the Code. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such security interest interest, is subordinated in priority to the security interest granted to the Secured Parties pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of the Transaction Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such additional securities or the Grant and perfection of any security interest granted pursuant to this Section 3.1(b), including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.