Common use of Covenants of the Certificateholder Clause in Contracts

Covenants of the Certificateholder. The Certificateholder by becoming a beneficial owner of a Certificate or by its acceptance of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement and the other Basic Documents, including any supplements or amendments hereto and thereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee, the Insurer, the Indenture Trustee, the Collateral Agent, the Transferor, the Noteholders and any other Certificateholder, present and future; (b) to the appointment of the Owner Trustee as such Certificateholder's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust and, if requested by the Trust, to sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) not to take any position in such Certificateholder's tax returns inconsistent with those taken in any tax returns filed by the Trust; (d) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (e) until one year and one day after the completion of the events specified in Section 16.0l(a), not, for any reason, to institute proceedings for the Trust or the Transferor to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the Transferor, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Transferor or a substantial part of its property, or cause or permit the Trust or the Transferor to make any assignment for the benefit of its creditors or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action. TRUST AND SERVICING AGREEMENT 61 ARTICLE XII

Covenants of the Certificateholder. The Certificateholder by becoming a beneficial owner of a Certificate or by its acceptance of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement and the other Basic Documents, including any supplements or amendments hereto and thereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee, the Insurer, the Indenture Trustee, the Collateral Agent, the Transferor, the Noteholders and any other Certificateholder, present and future; (b) to the appointment of the Owner Trustee as such Certificateholder's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust and, if requested by the Trust, to sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) not to take any position in such Certificateholder's tax returns inconsistent with those taken in any tax returns filed by the Trust; (d) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (e) until one year and one day after the completion of the events specified in Section 16.0l(a16.01(a), not, for any reason, to institute proceedings for the Trust or the Transferor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the Transferor, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Transferor or a substantial part of its property, or cause or permit the Trust or the Transferor to make any assignment for the benefit of its creditors or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action. TRUST AND SERVICING AGREEMENT 61 ARTICLE XII.

Covenants of the Certificateholder. The Certificateholder by becoming a beneficial owner of a Certificate or by its acceptance of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates Certificate of which such Certificateholder is the beneficial owner and of this Agreement and the other Basic Documents, including any supplements or amendments hereto and thereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee, the Note Insurer, the Indenture Trustee, the Trust Collateral Agent, the Transferor, the Noteholders and any other Certificateholder, present and future; (b) to the appointment of the Owner Trustee as such Certificateholder's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust and, if requested by the Trust, to sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) not to take any position in such Certificateholder's tax returns inconsistent with those taken in any tax returns filed by the Trust; (d) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (e) until one year and one day after the completion of the events specified in Section 16.0l(a9.1(e), not, for any reason, to institute proceedings for the Trust or the Transferor (unless the consent required by its limited liability company agreement is obtained) to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the Transferor, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, conservator, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Transferor or a substantial part of its property, or cause or permit the Trust or the Transferor to make any assignment for the benefit of its creditors or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action. TRUST AND SERVICING AGREEMENT 61 ARTICLE XII.

Covenants of the Certificateholder. The Certificateholder by becoming a beneficial owner of a Certificate or by its acceptance of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates Certificate of which such Certificateholder is the beneficial owner and of this Agreement and the other Basic Documents, including any supplements or amendments hereto and thereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee, the Insurer, the Indenture Trustee, the Collateral Agent, the Transferor, the Noteholders and any other Certificateholder, present and future; (b) to the appointment of the Owner Trustee as such Certificateholder's ’s agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust and, if requested by the Trust, to sign such federal income tax information return in its capacity as holder Holder of an interest in the Trust; (c) not to take any position in such Certificateholder's ’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (d) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (e) until one year and one day after the completion of the events specified in Section 16.0l(a)16.01(a) hereof, not, for any reason, to institute proceedings for the Trust or the Transferor to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings Insolvency Proceedings against the Trust or the Transferor, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state State law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Transferor or a substantial part of its property, or cause or permit the Trust or the Transferor to make any assignment for the benefit of its creditors or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action. TRUST AND SERVICING AGREEMENT 61 ARTICLE XII.

Covenants of the Certificateholder. The Certificateholder by becoming a beneficial owner of a Certificate or by its acceptance of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates Certificate of which such Certificateholder is the beneficial owner and of this Agreement and the other Basic Documents, including any supplements or amendments hereto and thereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee, the Note Insurer, the Indenture TrusteeTrust, the Trust Collateral Agent, the Transferor, the Noteholders and any other Certificateholder, present and future; (b) to the appointment of the Owner Trustee as such Certificateholder's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust and, if requested by the Trust, to sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) not to take any position in such Certificateholder's tax returns inconsistent with those taken in any tax returns filed by the Trust; (d) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (e) until one year and one day after the completion of the events specified in Section 16.0l(a9.1(e), not, for any reason, to institute proceedings for the Trust or the Transferor (unless the consent required by its limited liability company agreement is obtained) to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the Transferor, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, conservator, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Transferor or a substantial part of its property, or cause or permit the Trust or the Transferor to make any assignment for the benefit of its creditors or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action. TRUST AND SERVICING AGREEMENT 61 ARTICLE XII.