Common use of Performance and Enforcement of Certain Obligations Clause in Contracts

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by a Seller, the Servicer or the Asset Representations Reviewer, as applicable, of each of their obligations under or in connection with the Sale and Servicing Agreement, the Receivables Purchase Agreements and the Asset Representations Review Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement, the Receivables Purchase Agreements and the Asset Representations Review Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of any of the Sellers, the Servicer or the Asset Representations Reviewer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by a Seller, the Servicer or the Asset Representations Reviewer, as applicable, of each of their obligations under the Sale and Servicing Agreement, the Receivables Purchase Agreements and the Asset Representations Review Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Sellers, the Servicer or the Asset Representations Reviewer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred, the Indenture Trustee may, and at the direction (which direction shall be in writing) of the Holders of not less than a majority of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Sellers, the Servicer and the Asset Representations Reviewer under or in connection with the Sale and Servicing Agreement, the Receivables Purchase Agreements and the Asset Representations Reviewer, including the right or power to take any action to compel or secure performance or observance by a Seller, the Servicer or the Asset Representations Reviewer, as the case may be, of each of their obligations thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, the Receivables Purchase Agreements and the Asset Representations Review Agreement, as the case may be, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by a the Seller, the Servicer or Servicer, the Asset Representations ReviewerAdministrator and any Swap Counterparties, as applicable, of each of their obligations to the Issuer under or in connection with the Loan Sale and Agreement, the Servicing Agreement, the Receivables Purchase Administration Agreement and any Swap Agreements and the Asset Representations Review Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Loan Sale and Servicing Agreement, the Receivables Purchase Agreements Servicing Agreement and the Asset Representations Review Administration Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of any of the SellersSeller, the Servicer Servicer, the Administrator or the Asset Representations Reviewer any Swap Counterparties thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by a the Seller, the Servicer Servicer, the Administrator or the Asset Representations Reviewer, as applicable, any Swap Counterparties of each of their obligations under the Loan Sale and Agreement, the Servicing Agreement, the Receivables Purchase Agreements and the Asset Representations Review Agreement; provided, however, nothing herein shall in Administration Agreement or any way impose on the Indenture Trustee the duty to monitor the performance of the Sellers, the Servicer or the Asset Representations Reviewer of any of their liabilities, duties or obligations under any Basic DocumentSwap Agreements. (b) If an Event of Default has occurred, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders Noteholders of not less than a majority 66-2/3% of the Outstanding Amount of the Notes Notes, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the SellersSeller, the Servicer and Servicer, the Asset Representations Reviewer Administrator or any Swap Counterparties under or in connection with the Loan Sale and Agreement, the Servicing Agreement, the Receivables Purchase Agreements and the Asset Representations ReviewerAdministration Agreement or any Swap Agreements, including the right or power to take any action to compel or secure performance or observance by a the Seller, the Servicer Servicer, the Administrator or the Asset Representations Reviewer, as the case may be, any Swap Counterparties of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Loan Sale and Agreement, the Servicing Agreement, the Receivables Purchase Administration Agreement or any Swap Agreements and the Asset Representations Review Agreement, as the case may be, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by a the Seller, the Servicer or Servicer, the Asset Representations ReviewerHolder of the Revolving Liquidity Note and the Swap Counterparty, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement, the Revolving Liquidity Note Agreement and the Interest Rate Swap Agreement or by the Seller of its remedies under or in connection with the Receivables Purchase Agreements and the Asset Representations Review Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement, the Receivables Purchase Agreements Agreement and the Asset Representations Review Revolving Liquidity Note Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of any of the SellersSeller, the Servicer or the Asset Representations Reviewer Holder of the Revolving Liquidity Note thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by a the Seller, the Servicer Servicer, or the Asset Representations Reviewer, as applicable, Holder of the Revolving Liquidity Note of each of their respective obligations under the Sale and Servicing Agreement, the Receivables Purchase Agreements Agreement and the Asset Representations Review Revolving Liquidity Note Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Sellers, the Servicer or the Asset Representations Reviewer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone, confirmed in writing promptly thereafter) of the Holders of not less than a majority 66-2/3% of the Outstanding Amount of the Class A Notes shall(acting together as a single class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the SellersSeller, the Servicer Servicer, the Holder of the Revolving Liquidity Note and the Asset Representations Reviewer Swap Counterparty under or in connection with the Sale and Servicing Agreement, the Revolving Liquidity Note Agreement and the Interest Rate Swap Agreement, against the Seller under or in connection with the Receivables Purchase Agreements and Agreement, or against the Asset Representations ReviewerAdministrator under the Administration Agreement, including the right or power to take any action to compel or secure performance or observance by a the Seller, the Servicer or the Asset Representations Reviewer, as the case may beAdministrator, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale and Servicing Agreement, the Receivables Purchase Agreements and the Asset Representations Review Agreement, as the case may be, thereunder and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at At the Administrator’s 's expense, the Issuer shall will promptly take all such lawful action as the Indenture Trustee may request to (i) compel or secure the performance by (1) the Depositor and observance by a Seller, the Servicer or the Asset Representations Reviewer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement, or (2) the Receivables Depositor and Ford Credit of their obligations under the Purchase Agreements Agreement and the Asset Representations Review Agreement, as applicable, and to (ii) exercise any and all rights, remedies, powers powers, privileges and privileges claims lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement, the Receivables Purchase Agreements and the Asset Representations Review Agreement such agreements to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of any of the Sellers, the Servicer or the Asset Representations Reviewer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by a Seller, the Servicer or the Asset Representations Reviewer, as applicable, of each of their obligations under the Sale and Servicing Agreement, the Receivables Purchase Agreements and the Asset Representations Review Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Sellers, the Servicer or the Asset Representations Reviewer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing) directionof the Noteholders of at least 66 2/3% of the Holders of not less than a majority Note Balance of the Outstanding Amount of the Notes shallControlling Class will, exercise all rights, remedies, powers, privileges and claims of the Issuer against (i) the Sellers, Depositor or the Servicer and the Asset Representations Reviewer under or in connection with the Sale and Servicing Agreement, or (ii) the Receivables Depositor or Ford Credit under the Purchase Agreements and the Asset Representations ReviewerAgreement, including the right or power to take any action to compel or secure performance or observance by a Seller, the Servicer or the Asset Representations Reviewer, as the case may be, of each such Persons of their obligations thereunder to the Issuer under such agreements, and to give any consent, request, notice, direction, approval, extension or waiver under such agreements, and any right of the Issuer to take such action will be suspended. (c) Promptly following a request from the Indenture Trustee to do so, and at the Administrator's expense, the Issuer will take all such lawful action as the Indenture Trustee may request to compel the performance by the Swap Counterparties in accordance with the related Interest Rate Swaps and to exercise any and all rights, remedies, powers, privileges and claims lawfully available to the Issuer under or in connection with such Interest Rate Swap to the extent and in the manner directed by the Indenture Trustee. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction of the Noteholders evidencing not less than 66 2/3% of the Note Balance of the Outstanding Notes will, exercise all rights, remedies, powers, privileges and claims of the Issuer against each of the Swap Counterparties, including the right or power to take any action to compel or secure performance or observance by each Swap Counterparty of its obligations to the Issuer under the respective Interest Rate Swap, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, the Receivables Purchase Agreements and the Asset Representations Review Agreement, as the case may berelated Interest Rate Swap, and any right of the Issuer to take such action shall will be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by a Seller, the Servicer or Seller and the Asset Representations ReviewerMaster Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Contribution Agreement, the Receivables Purchase Subsequent Mortgage Loan Sale and Contribution Agreements and the Asset Representations Review Servicing Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Contribution Agreement, the Receivables Purchase Subsequent Mortgage Loan Sale and Contribution Agreements and the Asset Representations Review Servicing Agreement to the extent and in the manner directed by the Indenture TrusteeTrustee as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of any of the Sellers, the Servicer Seller or the Asset Representations Reviewer Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by a Seller, the Servicer Seller or the Asset Representations Reviewer, as applicable, Master Servicer of each of their obligations under the Mortgage Loan Sale and Servicing Contribution Agreement, the Receivables Purchase Subsequent Mortgage Loan Sale and Contribution Agreements and the Asset Representations Review Servicing Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Sellers, the Servicer or the Asset Representations Reviewer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event The Indenture Trustee, as pledgee of Default has occurredthe Mortgage Loans, the Indenture Trustee may, and at the direction (which direction shall be in writing) of the Holders of not less than a majority 66-2/3% of the Outstanding Amount Bond Principal Balances of the Notes shallBonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Sellers, Seller or the Master Servicer and the Asset Representations Reviewer under or in connection with the Mortgage Loan Sale and Servicing Contribution Agreement, the Receivables Purchase Subsequent Mortgage Loan Sale and Contribution Agreements and the Asset Representations ReviewerServicing Agreement, including the right or power to take any action to compel or secure performance or observance by a Seller, the Servicer Seller or the Asset Representations ReviewerMaster Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Sale and Servicing Contribution Agreement, the Receivables Purchase Subsequent Mortgage Loan Sale and Contribution Agreements and the Asset Representations Review Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at At the Administrator’s 's expense, the Issuer shall will promptly take all such lawful action as the Indenture Trustee may request to (i) compel or secure the performance by (1) the Depositor and observance by a Seller, the Servicer or the Asset Representations Reviewer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement, or (2) the Receivables Depositor and Ford Credit of their obligations under the Purchase Agreements Agreement and the Asset Representations Review Agreement, as applicable, and to (ii) exercise any and all rights, remedies, powers powers, privileges and privileges claims lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement, the Receivables Purchase Agreements and the Asset Representations Review Agreement such agreements to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of any of the Sellers, the Servicer or the Asset Representations Reviewer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by a Seller, the Servicer or the Asset Representations Reviewer, as applicable, of each of their obligations under the Sale and Servicing Agreement, the Receivables Purchase Agreements and the Asset Representations Review Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Sellers, the Servicer or the Asset Representations Reviewer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurredoccurred and is continu­ing, the Indenture Trustee may, and at the direction (which direction shall be in writing) of the Holders Noteholders of not less than a majority at least 66 2/3% of the Outstanding Amount Note Balance of the Notes shallControlling Class will, exercise all rights, remedies, powers, privileges and claims of the Issuer against (i) the Sellers, Depositor or the Servicer and the Asset Representations Reviewer under or in connection with the Sale and Servicing Agreement, or (ii) the Receivables Depositor or Ford Credit under the Purchase Agreements and the Asset Representations ReviewerAgreement, including the right or power to take any action to compel or secure performance or observance by a Seller, the Servicer or the Asset Representations Reviewer, as the case may be, of each such Persons of their obligations thereunder to the Issuer under such agreements, and to give any consent, request, notice, direction, approval, extension or waiver under such agreements, and any right of the Issuer to take such action will be suspended. (c) Promptly following a request from the Indenture Trustee to do so, and at the Administrator's expense, the Issuer will take all such lawful action as the Indenture Trustee may request to compel the performance by the Swap Counterparties in accordance with the related Interest Rate Swaps and to exercise any and all rights, remedies, powers, privileges and claims lawfully available to the Issuer under or in connection with such Interest Rate Swap to the extent and in the manner directed by the Indenture Trustee. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction of the Noteholders evidencing not less than 66 2/3% of the Note Balance of the Outstanding Notes will, exercise all rights, remedies, powers, privileges and claims of the Issuer against each of the Swap Counterparties, including the right or power to take any action to compel or secure performance or observance by each Swap Counterparty of its obligations to the Issuer under the respective Interest Rate Swap, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, the Receivables Purchase Agreements and the Asset Representations Review Agreement, as the case may berelated Interest Rate Swap, and any right of the Issuer to take such action shall will be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at At the Administrator’s 's expense, the Issuer shall will promptly take all such lawful action as the Indenture Trustee may request to (i) compel or secure the performance by (1) the Depositor and observance by a Seller, the Servicer or the Asset Representations Reviewer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement, or (2) the Receivables Depositor and Ford Credit of their obligations under the Purchase Agreements Agreement and the Asset Representations Review Agreement, as applicable, and to (ii) exercise any and all rights, remedies, powers powers, privileges and privileges claims lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement, the Receivables Purchase Agreements and the Asset Representations Review Agreement such agreements to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of any of the Sellers, the Servicer or the Asset Representations Reviewer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by a Seller, the Servicer or the Asset Representations Reviewer, as applicable, of each of their obligations under the Sale and Servicing Agreement, the Receivables Purchase Agreements and the Asset Representations Review Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Sellers, the Servicer or the Asset Representations Reviewer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing) of the Holders Noteholders of not less than a majority at least 66 2/3% of the Outstanding Amount Note Balance of the Notes shallControlling Class will, exercise all rights, remedies, powers, privileges and claims of the Issuer against (i) the Sellers, Depositor or the Servicer and the Asset Representations Reviewer under or in connection with the Sale and Servicing Agreement, or (ii) the Receivables Depositor or Ford Credit under the Purchase Agreements and the Asset Representations ReviewerAgreement, including the right or power to take any action to compel or secure performance or observance by a Seller, the Servicer or the Asset Representations Reviewer, as the case may be, of each such Persons of their obligations thereunder to the Issuer under such agreements, and to give any consent, request, notice, direction, approval, extension or waiver under such agreements, and any right of the Issuer to take such action will be suspended. (c) Promptly following a request from the Indenture Trustee to do so, and at the Administrator's expense, the Issuer will take all such lawful action as the Indenture Trustee may request to compel the performance by the Swap Counterparties in accordance with the related Interest Rate Swaps and to exercise any and all rights, remedies, powers, privileges and claims lawfully available to the Issuer under or in connection with such Interest Rate Swap to the extent and in the manner directed by the Indenture Trustee. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction of the Noteholders evidencing not less than 66 2/3% of the Note Balance of the Outstanding Notes will, exercise all rights, remedies, powers, privileges and claims of the Issuer against each of the Swap Counterparties, including the right or power to take any action to compel or secure performance or observance by each Swap Counterparty of its obligations to the Issuer under the respective Interest Rate Swap, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, the Receivables Purchase Agreements and the Asset Representations Review Agreement, as the case may berelated Interest Rate Swap, and any right of the Issuer to take such action shall will be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Securities Insurer or the Indenture Trustee Trustee, and with the consent of the Securities Insurer (so long as a Securities Insurer Default has not occurred and is continuing) and in each case subject to do so the rights of the Securities Insurer hereunder and under the Sale and Servicing Agreement, and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee or Securities Insurer, as applicable, may request to compel or secure the performance and observance by a SellerKBUSA, the Servicer or Depositor, the Asset Representations ReviewerSwap Counterparty, the Administrator and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement (and with respect to the Administrator only, the Administration Agreement, with respect to the Receivables Purchase Swap Counterparty only, each of the Interest Rate Swaps, and with respect to the Cap Provider only, each of the Cap Agreements and with respect to KBUSA only, under the Asset Representations Review KBUSA Student Loan Transfer Agreement, as applicable) in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement (and the Administration Agreement, the Receivables Purchase Agreements and Interest Rate Swaps, the Asset Representations Review KBUSA Student Loan Transfer Agreement or the Cap Agreements, as applicable) to the extent and in the manner directed by the Indenture TrusteeTrustee with respect to the Group I Notes or the Securities Insurer with respect to the Group II Notes (provided no Securities Insurer Default has occurred and is continuing), including the transmission of notices of default on the part of any of the SellersDepositor, the Servicer Swap Counterparty, the Administrator or the Asset Representations Reviewer Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by a Sellerthe Depositor, the Servicer Swap Counterparty, the Administrator or the Asset Representations Reviewer, as applicable, Master Servicer of each of their obligations under the Sale and Servicing Agreement (and the Administration Agreement, the Receivables Purchase Agreements and the Asset Representations Review Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the SellersInterest Rate Swaps, the Servicer KBUSA Student Loan Transfer Agreement or the Asset Representations Reviewer of any of their liabilitiesCap Agreements, duties or obligations under any Basic Documentas applicable). (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and shall at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of (x) with respect to the Holders of Group I Notes, the Group I Controlling Parties, representing not less than a majority 66.67% of the Outstanding Amount of the Notes shallrelated Group I Notes, and (y) with respect to the Group II Notes, the Securities Insurer (unless a Securities Insurer Default shall have occurred and is continuing, and then by the holders of Group II Notes, representing not less than 66.67% of the Outstanding Amount of the Group II Notes), exercise all rights, remedies, powers, privileges and claims of the Issuer against the SellersKBUSA, the Servicer and Depositor, the Asset Representations Reviewer Administrator, the Master Servicer, the Swap Counterparty or Cap Provider under or in connection with the Sale and Servicing Agreement (and the Administration Agreement, Interest Rate Swaps, the Receivables Purchase Agreements KBUSA Student Loan Transfer Agreement and the Asset Representations ReviewerCap Agreements, as applicable), including the right or power to take any action to compel or secure performance or observance by a SellerKBUSA, the Servicer or Depositor, the Asset Representations ReviewerAdministrator, as the case may beMaster Servicer, the Swap Counterparty and the Cap Provider of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement (and the Administration Agreement, the Receivables Purchase Agreements Interest Rate Swaps, the KBUSA Student Loan Transfer Agreement and the Asset Representations Review Agreement, as the case may be, Cap Agreements) and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer Issuing Entity [and the Grantor Trust] shall take all such lawful action as the Indenture Trustee may Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall request to compel or secure the performance and observance by a Seller, the Servicer Depositor or the Asset Representations ReviewerServicer, as applicable, of each of their obligations to the Issuing Entity [and the Grantor Trust] under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Sale and Servicing Receivables Purchase Agreement, the Receivables Purchase Agreements and the Asset Representations Review Agreement, as applicable, [or by any obligor under any Interest Rate Swap of its obligations under or in accordance with such Interest Rate Swap,] [or by any obligor under any Interest Rate Cap of its obligations under or in accordance with such Interest Rate Cap,] and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuing Entity [and the Grantor Trust] under or in connection with the Sale and Servicing Agreement, the Receivables Purchase Agreements Agreement [and the Asset Representations Review Agreement such Interest Rate Swap][and such Interest Rate Cap] to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement [or the Interest Rate Swap][or the Interest Rate Cap] on the part of any of the Sellers, Depositor or the Servicer thereunder [or the Asset Representations Reviewer thereunder Interest Rate Swap obligor][or the Interest Rate Cap obligor] and the institution of legal or administrative actions or proceedings to compel or secure performance by a Seller, the Depositor or the Servicer or [and the Asset Representations Reviewer, as applicable, Interest Rate Swap obligor][and the Interest Rate Cap obligor] of each of their obligations under the Sale and Servicing Agreement, the Receivables Purchase Agreements Agreement [and the Asset Representations Review Agreement; provided, however, nothing herein shall in any way impose on Interest Rate Swap][ the Indenture Trustee the duty to monitor the performance of the Sellers, the Servicer or the Asset Representations Reviewer of any of their liabilities, duties or obligations under any Basic DocumentInterest Rate Cap]. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing) of the Holders of not less than a majority 66 2/3% of the Outstanding Amount of the Notes Controlling Securities shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity [and the Grantor Trust] against the Sellers, Depositor or the Servicer and [or the Asset Representations Reviewer Interest Rate Swap][or the Interest Rate Cap] under or in connection with the Sale and Servicing AgreementAgreement [or the Interest Rate Swap][or the Interest Rate Cap], or against the Depositor under or in connection with the Receivables Purchase Agreements and the Asset Representations ReviewerAgreement, including the right or power to take any action to compel or secure performance or observance by a Seller, the Servicer Depositor or the Asset Representations Reviewer, as the case may beServicer, of each of their obligations to the Issuing Entity [and the Grantor Trust] thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, Agreement or the Receivables Purchase Agreements and Agreement [or he Interest Rate Swap][or the Asset Representations Review AgreementInterest Rate Cap], as the case may be, and any right of the Issuer Issuing Entity [or the Grantor Trust] to take such action shall be suspended. (c) [The Indenture Trustee shall give prompt written notice to the [Swap][Cap] Counterparty of each request for action that is made and direction received pursuant to this Section 5.16.]