Common use of Voting Rights and Other Actions Clause in Contracts

Voting Rights and Other Actions. SECTION 4.1. Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that such amendment will not materially adversely affect the interests of the Certificateholders, upon which the Owner Trustee may conclusively rely; or (d) except pursuant to Section 12.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely). The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar or Indenture Trustee within five Business Days after receipt of notice thereof. SECTION 4.2. [Reserved].

Voting Rights and Other Actions. SECTION Section 4.1. Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action any of the actions set forth below unless at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders Certificateholder(s) and the Insurer in writing of the proposed action and no Certificateholder the Instructing Party (pursuant to Section 4.5, if applicable) shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionCertificateholder(s) have consented thereto: (a) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersCertificateholders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will would not materially and adversely affect the interests of the Certificateholders, upon which the Owner Trustee may conclusively relyCertificateholder(s); or (d) except pursuant to Section 12.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially and adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively relyCertificateholder(s). The Owner Trustee shall notify the Certificateholders Certificateholder(s) in writing of any appointment of a successor Note Registrar or Registrar, Indenture Trustee or Certificate Registrar within five Business Days after receipt of notice thereof. SECTION Section 4.2. [Reserved].Action by Certificateholder(s)

Voting Rights and Other Actions. SECTION 4.1. Section 4.1 Prior Notice to Holders Holder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee Trust shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders Certificateholder and the Indenture Trustee in writing of the proposed action, and the Certificateholder, with the prior written consent of the Majority Holders, has approved such action and no Certificateholder shall have notified in writing, which approval has been received by the Owner Trustee in writing prior to by the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directiongiven: (a) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersCertificateholder and the Noteholders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Certificateholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Certificateholder is not required, unless required and such amendment materially adversely affects the Owner Trustee shall have received an officer’s certificate interest of the Depositor to the effect that such amendment will not materially adversely affect the interests of the Certificateholders, upon which the Owner Trustee may conclusively rely; orCertificateholder; (d) except pursuant to Section 12.1(b) 13.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement; (e) except as provided in Article VIII hereof, except dissolve, terminate or liquidate the Trust in whole or in part; (f) do any act which would make it impossible to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect carry on the interests ordinary business of the Certificateholders Trust; (g) confess a judgment against the Trust; (h) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (i) cause the Trust to lend any funds to any entity; (j) change the Trust's purpose and powers from those set forth in this Agreement; or (k) cause the Trust to incur, assume or guaranty any indebtedness except as evidenced set forth in this Agreement. (l) the initiation of any material claim or litigation by an officer’s certificate the Trust (except for claims or lawsuits brought in connection with the collection of Receivables); or (m) the Depositor appointment pursuant to such effectthe Indenture of a successor Indenture Trustee or the consent to the assignment by the Indenture Trustee, upon which the Certificate Registrar or Owner Trustee may conclusively rely)of any of its obligations under the Indenture or this Agreement. The Owner Trustee shall notify the Certificateholders Certificateholder in writing of any appointment of a successor Note Certificate Registrar or Indenture Trustee within five Business Days after receipt of notice thereof. SECTION 4.2. [Reserved].

Voting Rights and Other Actions. SECTION Section 4.1. Prior Notice to Holders with Respect to Certain MattersPRIOR NOTICE TO HOLDERS WITH RESPECT TO CERTAIN MATTERS. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder Certificateholders holding, in the aggregate, greater than 50% of the Percentage Interests (a "Certificate Majority") shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust Trust, which amendment shall have satisfied the Rating Agency Condition (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or (d) except pursuant to Section 12.1(b13.1(b) of the Master Sale and Servicing Agreement, the amendment, change or modification of the Master Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders Certificateholders. (as evidenced by an officer’s certificate e) the Depositor shall not, without the unanimous consent of the Depositor holders of the Class SV Preferred Stock of the Depositor, institute proceedings to be adjudicated insolvent, or consent to the institution of any bankruptcy or insolvency case or proceedings against it, or file or consent to a petition under any applicable federal or state law relating to bankruptcy, seeking the Depositor's liquidation or reorganization or any other relief for the Corporation as debtor, or consent to the appointment of a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of the Corporation or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of such effect, upon which the Owner Trustee may conclusively rely)action. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar or Indenture Trustee Certificate Registrar within five Business Days after receipt of notice thereof. SECTION 4.2. [Reserved].

Voting Rights and Other Actions. SECTION Section 4.1. Prior Notice to Holders with Respect to Certain MattersPRIOR NOTICE TO HOLDERS WITH RESPECT TO CERTAIN MATTERS. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder Certificateholders holding, in the aggregate, greater than 50% of the Percentage Interests (a "Certificate Majority") shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust Trust, which amendment shall have satisfied the Rating Agency Condition (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d) except pursuant to Section 12.1(b13.1(b) of the Master Sale and Servicing Agreement, the amendment, change or modification of the Master Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders Certificateholders; or (as evidenced by an officer’s certificate e) the Depositor shall not, without the unanimous consent of the Depositor holders of the Class SV Preferred Stock of the Depositor, institute proceedings to be adjudicated insolvent, or consent to the institution of any bankruptcy or insolvency case or proceedings against it, or file or consent to a petition under any applicable federal or state law relating to bankruptcy, seeking the Depositor's liquidation or reorganization or any other relief for the Corporation as debtor, or consent to the appointment of a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of the Corporation or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of such effect, upon which the Owner Trustee may conclusively rely)action. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar or Indenture Trustee Certificate Registrar within five Business Days after receipt of notice thereof. SECTION 4.2. [Reserved].

Voting Rights and Other Actions. SECTION 4.1. Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder the Certificate Majority shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust Trust, which amendment shall have satisfied the Rating Agency Condition (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or (d) except pursuant to Section 12.1(b13.1(b) of the Master Sale and Servicing Agreement, the amendment, change or modification of the Master Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders Certificateholders. (as evidenced by an officer’s certificate e) the Depositor shall not, without the unanimous consent of the Depositor holders of the Class SV Preferred Stock of the Depositor, institute proceedings to be adjudicated insolvent, or consent to the institution of any bankruptcy or insolvency case or proceedings against it, or file or consent to a petition under any applicable federal or state law relating to bankruptcy, seeking the Depositor's liquidation or reorganization or any other relief for the Corporation as debtor, or consent to the appointment of a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of the Corporation or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of such effect, upon which the Owner Trustee may conclusively rely)action. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar, Trust Collateral Agent or Certificate Registrar or Indenture Trustee within five Business Days after receipt of notice thereof. SECTION 4.2. [Reserved].

Voting Rights and Other Actions. SECTION 4.1. Section 4.1 Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Insurer in writing of the proposed action and no Certificateholder (i) the Insurer shall have consented in writing thereto and (ii) the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or or, with the written consent of the Insurer, provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is requiredOperative Document; (c) the amendment of appointment pursuant to the Indenture by of a supplemental indenture in circumstances where successor Note Registrar, Paying Agent or Indenture Trustee or, pursuant to this Trust Agreement, of a successor Certificate Registrar or the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that such amendment will not materially adversely affect assignment by the interests Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the CertificateholdersIndenture or this Trust Agreement, upon which the Owner Trustee may conclusively rely; oras applicable; (d) except pursuant the consent to Section 12.1(bthe calling or waiver of any default under any Operative Document; (e) the consent to the assignment by the Indenture Trustee or Master Servicer of their respective obligations under any Operative Document; (f) perform any act that conflicts with any other Operative Document; (g) perform any act which would make it impossible to carry on the ordinary business of the Sale and Servicing Agreement, Trust as described in Section 2.3 hereof; (h) confess a judgment against the amendment, change Trust; (i) possess Trust assets or modification of assign the Sale and Servicing Agreement, except Trust's right to cure property for other than a Trust purpose; (j) cause the Trust to lend any ambiguity or defect or funds to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely). The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar or Indenture Trustee within five Business Days after receipt of notice thereof. SECTION 4.2. [Reserved].entity; or

Voting Rights and Other Actions. SECTION 4.1. Section 4.1 Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Insurer in writing of the proposed action and no Certificateholder (i) the Insurer shall have consented in writing thereto and (ii) the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has the Certificateholders have withheld consent or or, with the written consent of the Insurer, provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is requiredOperative Document; (c) the amendment of appointment pursuant to the Indenture by of a supplemental indenture in circumstances where successor Note Registrar, Paying Agent or Indenture Trustee or, pursuant to Agreement, of a successor Certificate Registrar or the consent of any Noteholder is not required, unless by the Trust or the Owner Trustee shall have received an officer’s certificate to the assignment by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (d) the consent to the declaration or waiver of any default under any Operative Document; (e) the consent to the assignment by the Indenture Trustee or Master Servicer of their respective obligations under any Operative Document; (f) the performance of any act that conflicts with any other Operative Document; (g) the performance of any act which would make it impossible to carry on the ordinary business of the Depositor to Trust as described in Section 2.3 hereof; (h) the effect that such amendment will not materially adversely affect confession of a judgment against the interests Trust; (i) the possession of Trust assets or assignment of the CertificateholdersTrust's interest in any property, upon which for any purpose other than a purpose enumerated in Section 2.3; (j) a loan by the Owner Trustee may conclusively relyTrust to any Person; or (dk) except pursuant to any change in the Trust's purposes and powers enumerated in Section 12.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely). The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar or Indenture Trustee within five Business Days after receipt of notice thereof2. SECTION 4.2. [Reserved].

Voting Rights and Other Actions. SECTION 4.1. 4.1 Prior Notice to Holders Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust B to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Trust B Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Trust B Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or (d) except pursuant to Section 12.1(b) 7.14 of the Trust B Sale and Servicing Agreement, the amendment, change or modification of the Trust B Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely)Certificateholders. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar, or Certificate Registrar or Indenture Trustee within five Business Days after receipt of notice thereof. SECTION 4.2. [Reserved].

Voting Rights and Other Actions. SECTION Section 4.1. Prior Notice to Holders with Respect to Certain MattersPRIOR NOTICE TO HOLDERS WITH RESPECT TO CERTAIN MATTERS. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder Certificateholders holding, in the aggregate, greater than 50% of the Percentage Interests (a "Certificate Majority") shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust Trust, which amendment shall have satisfied the Rating Agency Condition (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders)[ and shall have been consented to by the Insurer (for so long as it is the Controlling Party)]; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d) except pursuant to Section 12.1(b13.1(b) of the Master Sale and Servicing Agreement, the amendment, change or modification of the Master Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders Certificateholders; or (as evidenced by an officer’s certificate e) the Depositor shall not, without the unanimous consent of the Depositor holders of the Class SV Preferred Stock of the Depositor, institute proceedings to be adjudicated insolvent, or consent to the institution of any bankruptcy or insolvency case or proceedings against it, or file or consent to a petition under any applicable federal or state law relating to bankruptcy, seeking the Depositor's liquidation or reorganization or any other relief for the Corporation as debtor, or consent to the appointment of a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of the Corporation or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of such effect, upon which the Owner Trustee may conclusively rely)action. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar or Indenture Trustee Certificate Registrar within five Business Days after receipt of notice thereof. SECTION 4.2. [Reserved].

Voting Rights and Other Actions. SECTION Section 4.1. Prior Notice to Holders with Respect to Certain MattersPRIOR NOTICE TO HOLDERS WITH RESPECT TO CERTAIN MATTERS. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder Certificateholders holding, in the aggregate, greater than 50% of the Percentage Interests (a "Certificate Majority") shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust Trust, which amendment shall have satisfied the Rating Agency Condition (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders) and shall have been consented to by the Insurer (for so long as it is the Controlling Party); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d) except pursuant to Section 12.1(b13.1(b) of the Master Sale and Servicing Agreement, the amendment, change or modification of the Master Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders Certificateholders; or (as evidenced by an officer’s certificate e) the Depositor shall not, without the unanimous consent of the Depositor holders of the Class SV Preferred Stock of the Depositor, institute proceedings to be adjudicated insolvent, or consent to the institution of any bankruptcy or insolvency case or proceedings against it, or file or consent to a petition under any applicable federal or state law relating to bankruptcy, seeking the Depositor's liquidation or reorganization or any other relief for the Corporation as debtor, or consent to the appointment of a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of the Corporation or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of such effect, upon which the Owner Trustee may conclusively rely)action. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar or Indenture Trustee Certificate Registrar within five Business Days after receipt of notice thereof. SECTION 4.2. [Reserved].

Voting Rights and Other Actions. SECTION 4.1. Prior Notice to Holders with Respect to Certain Matters----------------------------------------------- Matters . With respect to the following matters, the Owner Trustee shall not ------- take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or or (d) except pursuant to Section 12.1(b) 9.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely)Certificateholders. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar, or Certificate Registrar or Indenture Trustee within five Business Days after receipt of notice thereof. SECTION 4.2. [Reserved].

Voting Rights and Other Actions. SECTION 4.1. Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 10 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction:: -------------------------------------------------------------------------------- (a) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or (d) except pursuant to Section 12.1(b13.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely)Certificateholders. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar, Trust Collateral Agent or Certificate Registrar or Indenture Trustee within five Business Days after receipt of notice thereof. SECTION 4.2. [Reserved].

Voting Rights and Other Actions. SECTION 4.15.1. Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders Residual Certificateholders, the Controlling Party and Xxxxxxx Mac in writing of the proposed action and no Certificateholder the Residual Certificateholders and the Controlling Party shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Residual Certificateholders or the Controlling Party have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture Pooling Agreement by a supplemental indenture Pooling Agreement in circumstances where the consent of any Noteholder Securityholder is required; (c) the amendment of the Indenture Pooling Agreement by a supplemental indenture Pooling Agreement in circumstances where the consent of any Noteholder Securityholder is not required, unless required and such amendment materially adversely affects the Owner Trustee shall have received an officer’s certificate interest of the Depositor to the effect that such amendment will not materially adversely affect the interests of the Residual Certificateholders, upon which the Owner Trustee may conclusively rely; or (d) except pursuant to Section 12.1(b) 9.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely)Residual Certificateholders. The Owner Trustee shall notify the Residual Certificateholders in writing of any appointment of a successor Note Security Registrar, or Residual Certificate Registrar or Indenture Trustee within five Business Days after receipt of notice thereof. SECTION 4.2. [Reserved].

Voting Rights and Other Actions. SECTION 4.1. Section 4.1 Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Insurer in writing of the proposed action and no Certificateholder (i) the Insurer shall have consented in writing thereto and (ii) the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or or, with the written consent of the Insurer, provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is requiredOperative Document; (c) the amendment of appointment pursuant to the Indenture by of a supplemental indenture in circumstances where successor Note Registrar, Paying Agent or Indenture Trustee or, pursuant to this Trust Agreement, of a successor Certificate Registrar or the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that such amendment will not materially adversely affect assignment by the interests Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the CertificateholdersIndenture or this Trust Agreement, upon which the Owner Trustee may conclusively rely; oras applicable; (d) except pursuant the consent to Section 12.1(b) of the Sale and Servicing Agreement, the amendment, change calling or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely). The Owner Trustee shall notify the Certificateholders in writing waiver of any appointment of a successor Note Registrar or default under any Operative Document; (e) the consent to the assignment by the Indenture Trustee within five Business Days after receipt or Master Servicer of notice thereof.their respective obligations under any Operative Document; SECTION 4.2. [Reserved].(f) perform any act that conflicts with any other Operative Document;

Voting Rights and Other Actions. SECTION Section 4.1. Prior Notice to Holders with Respect to Certain MattersPRIOR NOTICE TO HOLDERS WITH RESPECT TO CERTAIN MATTERS. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder Certificateholders holding, in the aggregate, greater than 50% of the Percentage Interests (a "Certificate Majority") shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust Trust, which amendment shall have satisfied the Rating Agency Condition (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders) and shall have been consented to by the Insurer (for so long as it is the Controlling Party); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d) except pursuant to Section 12.1(b13.1(b) of the Master Sale and Servicing Agreement, the amendment, change or modification of the Master Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders Certificateholders; or (as evidenced by an officer’s certificate e) the Depositor shall not, without the unanimous consent of the Depositor holders of the Class SV Preferred Stock of the Depositor, institute proceedings to be adjudicated insolvent, or consent to the institution of any bankruptcy or insolvency case or proceedings against it, or file or consent to a petition under any applicable federal or state law relating to bankruptcy, seeking the Depositor's liquidation or reorganization or any other relief for the Corporation as debtor, or consent to the appointment of a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of the Corporation or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of such effect, upon which the Owner Trustee may conclusively rely)action. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar or Indenture Trustee Certificate Registrar within five Business Days after receipt of notice thereof. SECTION 4.2. [Reserved].