Common use of Performance of Obligations Clause in Contracts

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their material obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for in the Transaction Documents, or that would change or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. (b) The Issuer, with the consent of the Bond Insurer so long as no Bond Insurer Default exists, may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. (c) The Issuer will not take any action (and will not or permit any action to be taken by others to take any action) that which would release any person Person from any of their material such Person's covenants or obligations under any of the Transaction Documents, that would create documents relating to the Mortgage Loans or under any Security Interests that are not provided for instrument included in the Transaction DocumentsTrust Estate, or that which would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the Transaction Documents documents relating to the Mortgage Loans or any Security Interest granted under themsuch instrument, except such actions as the Master Servicer is expressly provided permitted to take in the Transaction DocumentsServicing Agreement. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of Loans, shall with the Issuer's rights under consent of, or direction of, the Sale and Servicing Agreement may Bond Insurer, so long as no Bond Insurer Default exists, be able to exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (bd) The Issuer may contract retain an administrator and may enter into contracts acceptable to the Bond Insurer with other persons to assist it in performing its duties under this Indenture, and Persons for the performance of those duties the Issuer's obligations hereunder, and performance of such obligations by a person identified to the Indenture Trustee in an Officer's Certificate such Persons shall be considered deemed to be action taken performance of such obligations by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer will Trust shall punctually perform and observe all of its obligations under this Indenture and the other Basic Documents. (b) The Trust shall not take any action (and will use its Best Efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their material such Person's covenants or obligations under any of the Transaction Documents, that would create Mortgage Files or under any Security Interests that are not provided for instrument included in the Transaction DocumentsTrust Estate, or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the Transaction Documents documents or any Security Interest granted under theminstruments contained in the Mortgage Files, except as expressly provided permitted in this Indenture, the other Basic Documents or such document included in the Transaction Documents. The Indenture Mortgage File or other instrument or unless such action will not adversely affect the interests of the Noteholders and the Note Insurer. (c) If the Servicer or the Owner Trustee, as pledgee on behalf of the Mortgage Loans and an assignee Trust, shall have knowledge of the Issuer's rights occurrence of a default under the Sale and Servicing Agreement may exercise all or the Unaffiliated Seller's Agreement, the Servicer or the Owner Trustee, as applicable, shall promptly notify the Indenture Trustee, the Note Insurer and the Rating Agencies thereof, and, in the case of the rights Servicer, shall specify in such notice the action, if any, the Servicer is taking with respect to such default. (d) Upon any termination of the Issuer to direct the actions of the Master Servicer Servicer's rights and powers pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by promptly notify the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements Note Insurer and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of As soon as any successor Servicer is appointed, the Indenture Trustee will not be required if shall notify the Note Insurer and the Rating Agency Condition is satisfied with respect to Agencies, specifying in such notice the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstancesaddress of such successor Servicer.

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their material obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for in the Transaction Documents, or that would change or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants Grant to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesAmount, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person’s material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trusteethis Indenture, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other persons Persons (including, without limitation, the Administrator or the Depositor under the Administration Agreement) to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's ’s Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Depositor and the Administrator to assist the Issuer in performing its duties under the Indenture. The Administrator must at all times be the same Person as the Indenture Trustee. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, any other Operative Agreements to which it is a party and in the Transaction Documentsinstruments and agreements included in the Collateral, including properly but not limited to (i) filing or causing to be filed all Financing Statements UCC financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documentsterms of this Indenture and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement, in accordance with and within the time periods provided for in this Indenture and/or the Sale and Servicing Agreement, as applicable. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided therein, termination, or material change in a Transaction Document. The the Issuer shall not waive, amend, terminatemodify, supplement or otherwise change terminate any Transaction Document Operative Agreement or any provision thereof without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice Holders of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent a majority of the Indenture Trustee will not be required if Outstanding Amount of the Rating Agency Condition is satisfied with respect to the proposed actionNotes. (d) If the Issuer shall have knowledge of the occurrence of an Event of Default under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof in writing, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. (e) As promptly as possible after the giving of notice to the Master Servicer of the termination of the Master Servicer’s rights and powers pursuant to Section 8.3 of the Sale and Servicing Agreement, the Indenture Trustee shall proceed in accordance with Section 8.3 of the Sale and Servicing Agreement. (f) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees (i) agrees that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee Majority Controlling Class Noteholders (i) amend, modify, waive, supplement, terminate or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and ) or (ii) that any change in waive timely performance or observance by the terms of any Collateral shall not (A) increase or reduce Depositor under the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding NotesSale and Servicing Agreement. If the Credit Enhancer and either the Indenture Trustee any such amendment, modification, supplement or the requisite percentage of Holders consent waiver shall be so consented to any change in the terms of any Collateralby such Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do soTrustee, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents the Indenture Trustee deems as may be deemed necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their material obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for in the Transaction Documents, or that would change or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Except as provided in Section 9.01, the Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their material obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for in the Transaction Documents, or that would change or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, termination or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, amendment or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants Grant to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesAmount, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person’s material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancerthis Indenture, the Issuer may not waive any default by the Master Servicer under the Sale Transfer and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's ’s Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Trust Administrator pursuant to the Transfer and Servicing Agreement to assist the Issuer in performing certain of its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction DocumentsOperative Agreements and in the instruments and agreements included in the Collateral, including properly but not limited to filing or causing to be filed all Financing Statements financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent terms of the this Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change Transfer and Servicing Agreement in any Transaction Document to accordance with and within the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actiontime periods provided for herein and therein. (d) If a responsible officer of the Owner Trustee shall have written notice or actual knowledge of the occurrence of an Event of Default under the Transfer and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. (e) As promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer’s rights and powers pursuant to Section 8.01(a) of the Transfer and Servicing Agreement, the Indenture Trustee shall proceed in accordance with Section 8.01 and 8.02 of the Transfer and Servicing Agreement (f) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees agrees (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% at least a majority in Outstanding Balance of the aggregate Outstanding Amount of both ClassesNotes affected thereby, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral or the Operative Agreements (except to the extent otherwise provided in any such Operative Agreement), or waive timely performance or observance by the Sale Trust Administrator, Master Servicer or the Depositor of its respective duties under the Transfer and Servicing Agreement); and and (ii) that any change in the terms of any Collateral such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions payments that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Notes that is required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders of all the Outstanding NotesNotes affected thereby. If the Credit Enhancer and either any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateralsuch Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer Owner Trustee will not take any action (and will not or permit any action to be taken by others to take any action) that which would release any person Person from any of their material such Person's covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument included in the Transaction DocumentsTrust Estate, or that which would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents or of, any Security Interest granted under themsuch instrument, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementthis Indenture. (b) The Issuer Owner Trustee may contract with other persons Persons to assist it in performing its duties under this Indenturehereunder, and the any performance of those such duties (other than the execution of Officers' Certificates of the Owner Trustee and Issuer Orders by a person Person identified to the Indenture Trustee in an Officer's Officers' Certificate of the Owner Trustee) shall be considered deemed to be action taken by the IssuerOwner Trustee. To the extent that the Owner Trustee contracts with other Persons which include or may include the furnishing of reports, notices or correspondence to the Indenture Trustee, the Owner Trustee shall identify such Persons in a written notice to the Indenture Trustee and the Note Insurer. Initially, the Owner Trustee has contracted with the Servicer and the Administrator to assist the Owner Trustee in performing its duties under this Indenture. (c) The Issuer Owner Trustee, the Seller and the Indenture Trustee will punctually perform characterize (i) the assignment of the Receivables by the Transferor to the Seller pursuant to the Transfer and Assignment Agreement as a sale for financial accounting purposes, (ii) the transfer of the Receivables by the Seller to the Owner Trustee pursuant to the Contribution Agreement as a financing for financial accounting purposes, (iii) the Grant of the Receivables by the Owner Trustee under this Indenture as a pledge for federal income tax purposes and as a pledge for financial accounting purposes, and (iv) the Transferor as the owner of the Receivables for federal income tax purposes and the Class A Notes and the Class B Notes as indebtedness of the Transferor for federal income tax purposes. The Owner Trustee and the Seller and, at the direction and with the assistance of the Seller, the Indenture Trustee, will file all required tax returns and associated forms, reports, schedules and supplements thereto in a manner consistent with such characterizations. (d) The Owner Trustee covenants to use its best efforts to pay all taxes or other similar charges levied by any governmental authority with regard to the Trust Property, except to the extent that the validity or amount of its obligations such taxes is contested in good faith, via appropriate proceedings and with adequate reserves established and maintained therefor in accordance with generally accepted accounting principles. (e) The Owner Trustee hereby assumes liability for all liabilities associated with the Trust Property or created under the Transaction Documentsthis Indenture, including properly filing all Financing Statements but not limited to any obligation arising from the breach or inaccuracy of any representation, warranty or covenant of the Owner Trustee set forth herein. Notwithstanding the foregoing, the Owner Trustee has and Continuation Statements required shall have no liability with respect to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied payment of principal and interest on the Notes, except as otherwise provided in connection with any amendmentthis Indenture. (f) Upon the occurrence of a Re-▇▇▇▇▇▇▇ Trigger, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of Owner Trustee may instruct the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice Servicer to take or cause to be taken such action as may, in the judgment of any terminationthe Note Insurer or its counsel, amendment, be necessary to perfect or material change re-perfect the security interests in any Transaction Document to the Rating Agencies. The consent Financed Vehicles in the name of the Indenture Trustee will not by amending the title documents relating to such Financed Vehicles or by such other reasonable means as may, in the judgment of the Note Insurer or its counsel, be required if the Rating Agency Condition is satisfied with respect necessary or prudent. Pursuant to the proposed action. (d) Without derogating from terms of the Grants to Servicing Agreement, the Indenture Trustee under this Indenture and the Servicer shall take or cause to be taken such actions and the rights of Servicer has agreed to reimburse the Indenture Trustee under this Indenturefor all Re-▇▇▇▇▇▇▇ Expenses related to such perfection or re-perfection and to take all action necessary therefor, including the Issuer agrees (i) that it will notpreparation, without the prior consent execution and delivery of the Credit Enhancer and either all such documents as may be requested by the Indenture Trustee or the Holders of Servicer in connection therewith. In addition, as provided in Section 5.05(c) hereof, the Indenture Trustee shall be entitled to be reimbursed for Re-▇▇▇▇▇▇▇ Expenses incurred in connection with taking or causing to be taken such actions, to the extent not less than 51% of paid by the aggregate Outstanding Amount of both Classes, change or waive, or agree Servicer. Pursuant to or otherwise permit any change to or waiver of, the terms of any Collateral (except the Servicing Agreement, on the Closing Date, the Servicer shall grant to the extent otherwise provided Indenture Trustee an irrevocable power of attorney, pursuant to which the Servicer shall appoint the Indenture Trustee as its attorney-in-fact, such appointment being coupled with an interest, to take any and all steps required to be performed by it pursuant to Section 2.29 of the Servicing Agreement including execution of certificates of title or any other documents in the Sale name and Servicing Agreement); and (ii) that any change in stead of the Servicer. Pursuant to the terms of the Servicing Agreement, at any Collateral time a Person other than COAF becomes the Servicer, COAF shall not (A) increase or reduce the amount ofgrant to such successor Servicer, or accelerate or delay the timing ofpromptly after its appointment as such, distributions that are required to be made for the benefit a power of the Noteholders (except attorney as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change described in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstancespreceding sentence.

Performance of Obligations. (a) The Issuer (i) will diligently pursue any and all actions to enforce its rights under each instrument or agreement included in the Collateral and (ii) will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their material such Person's covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for in the Transaction Documents, such instrument or agreement or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except except, in each case, as expressly provided in the Transaction Documents. The Indenture Trusteethis Indenture, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of or the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Bond Trustee in an Officer's Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in the Transaction DocumentsSale Agreement, including properly filing the Servicing Agreement and in all Financing Statements other instruments and Continuation Statements required to be filed by agreements included in the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actionCollateral. (d) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Bond Trustee under this Indenture or the rights of the Indenture Bond Trustee under this Indenturehereunder, but subject to Section 3.20, the Issuer agrees (i) agrees that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Bond Trustee or the Holders of not less than 51% of the aggregate at least a majority in Outstanding Amount of both Classesthe Transition Bonds of all Series, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (except to or the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding NotesBasic Documents. If any such amendment, modification, supplement or waiver shall be so consented to by the Credit Enhancer and either the Indenture Bond Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateralsuch Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, agrees to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents the Indenture Trustee deems as shall be necessary or appropriate under in the circumstances. The Issuer agrees that no such amendment, modification, supplement or waiver shall adversely affect the rights of the Holders of the Transition Bonds outstanding at the time of any such amendment, modification, supplement or waiver.

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person’s material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trusteethis Indenture, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other persons Persons (including, without limitation, the Administrator or the Depositor under the Administration Agreement) to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's ’s Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Depositor and the Administrator to assist the Issuer in performing its duties under the Indenture. The Administrator must at all times be the same Person as the Indenture Trustee. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, any other Operative Agreements to which it is a party and in the Transaction Documentsinstruments and agreements included in the Collateral, including properly but not limited to (i) filing or causing to be filed all Financing Statements UCC financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documentsterms of this Indenture and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement, in accordance with and within the time periods provided for in this Indenture and/or the Sale and Servicing Agreement, as applicable. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided therein, termination, or material change in a Transaction Document. The the Issuer shall not waive, amend, terminatemodify, supplement or otherwise change terminate any Transaction Document Operative Agreement or any provision thereof without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice Holders of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent a majority of the Indenture Trustee will not be required if Outstanding Amount of the Rating Agency Condition is satisfied with respect to the proposed actionNotes. (d) If the Issuer shall have knowledge of the occurrence of an Event of Default under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. (e) As promptly as possible after the giving of notice to the Master Servicer of the termination of the Master Servicer’s rights and powers pursuant to Section 6.01 of the Sale and Servicing Agreement, the Indenture Trustee shall proceed in accordance with Section 6.01 of the Sale and Servicing Agreement. (f) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees (i) agrees that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee Majority Highest Priority Class Noteholders (i) amend, modify, waive, supplement, terminate or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and ) or (ii) that any change in waive timely performance or observance by the terms of any Collateral shall not (A) increase or reduce Seller under the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding NotesSale and Servicing Agreement. If the Credit Enhancer and either the Indenture Trustee any such amendment, modification, supplement or the requisite percentage of Holders consent waiver shall be so consented to any change in the terms of any Collateralby such Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do soTrustee, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their material obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for in the Transaction Documents, or that would change or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants Grant to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesAmount, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trusteethis Indenture, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other persons Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. The Administrator must at all times be the same Person as the Indenture Trustee. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, in the Transaction DocumentsBasic Documents and in the instruments and agreements included in the Collateral, including properly but not limited to filing or causing to be filed all Financing Statements UCC financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documentsterms of this Indenture and the Sale and Servicing Agreement. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided therein, termination, or material change in a Transaction Document. The the Issuer shall not waive, amend, terminatemodify, supplement or otherwise change terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice Holders of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent at least a majority of the Indenture Trustee will not be required if Voting Interests of the Rating Agency Condition is satisfied with respect to the proposed actionOutstanding Notes. (d) If the Issuer shall have knowledge of the occurrence of an Event of Default under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. If such an Event of Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Home Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees agrees (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee Trustee, amend, modify, waive, supplement, terminate or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement)) or the Basic Documents, or waive timely performance or observance by the Servicer or the Depositor under the Sale and Servicing Agreement; and and (ii) that any change in the terms of any Collateral such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions payments that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Notes that is required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders the Voting Interests of all the Outstanding Notes. If the Credit Enhancer and either any such amendment, modification, supplement or waiver shall so be consented to by the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any CollateralTrustee, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trusteethis Indenture, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Trust Administrator pursuant to the Sale and Servicing Agreement to assist the Issuer in performing certain of its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction DocumentsOperative Agreements and in the instruments and agreements included in the Collateral, including properly but not limited to filing or causing to be filed all Financing Statements financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent terms of the this Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change Sale and Servicing Agreement in any Transaction Document to accordance with and within the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actiontime periods provided for herein and therein. (d) If a responsible officer of the Owner Trustee shall have written notice or actual knowledge of the occurrence of an Event of Default under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. (e) As promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer's rights and powers pursuant to Section 8.01(a) of the Sale and Servicing Agreement, the Indenture Trustee shall proceed in accordance with Section 8.01 and 8.02 of the Sale and Servicing Agreement (f) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees agrees (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% at least a majority in Outstanding Balance of the aggregate Outstanding Amount of both ClassesNotes affected thereby, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral or the Operative Agreements (except to the extent otherwise provided in any such Operative Agreement), or waive timely performance or observance by the Trust Administrator, Master Servicer or the Depositor of its respective duties under the Sale and Servicing Agreement); and and (ii) that any change in the terms of any Collateral such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions payments that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Notes that is required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders of all the Outstanding NotesNotes affected thereby. If the Credit Enhancer and either the Indenture Trustee any such amendment, modification, supplement or the requisite percentage of Holders consent waiver shall be so consented to any change in the terms of any Collateralby such Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer will Trust shall punctually perform and observe all of its obligations under this Indenture and the other Basic Documents. (b) The Trust shall not take any action (and will use its Best Efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their material such Person’s covenants or obligations under any of the Transaction Documents, that would create Mortgage Files or under any Security Interests that are not provided for instrument included in the Transaction DocumentsTrust Estate, or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the Transaction Documents documents or any Security Interest granted under theminstruments contained in the Mortgage Files, except as expressly provided permitted in this Indenture, the other Basic Documents or such document included in the Transaction Documents. The Mortgage File or other instrument or unless such action will not adversely affect the interests of the Noteholders and the Note Insurer. (c) If the Master Servicer or the Owner Trustee, on behalf of the Trust, shall have knowledge of the occurrence of a Servicer Event of Default, the Master Servicer or the Owner Trustee, as applicable, shall promptly notify the Indenture Trustee, as pledgee of the Mortgage Loans Note Insurer and an assignee of the Issuer's rights under Rating Agencies thereof, and, in the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions case of the Master Servicer, shall specify in such notice the action, if any, the Master Servicer is taking with respect to such default. (d) Upon any termination of the Master Servicer’s rights and powers pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by promptly notify the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements Note Insurer and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of As soon as any successor Master Servicer is appointed, the Indenture Trustee will not be required if shall notify the Note Insurer and the Rating Agency Condition is satisfied with respect to Agencies, specifying in such notice the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstancesaddress of such successor Master Servicer.

Performance of Obligations. Servicing of Trust Student ------------------------------------------------------ Loans. (a) The Issuer will not take any action (and will use its best efforts ----- not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Indenture Trust Estate or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trusteethis Indenture, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted any other Basic Document or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement such other instrument or terminate the Master Servicer under the Sale and Servicing Agreementagreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's Officers' Certificate of the Issuer shall be considered deemed to be action taken by the Issuer; provided, however, the Issuer shall not be liable for any acts of Persons with whom the Issuer has contracted with reasonable care. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. The Issuer shall give written notice to the Indenture Trustee and each Rating Agency of any such contract with any other Person. (c) The Issuer will shall punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction Documentsother Basic Documents and the instruments and agreements included in the Indenture Trust Estate, including properly filing or causing to be filed all Financing Statements UCC financing statements and Continuation Statements continuation statements prepared by the Issuer and required to be filed by the Transaction Documentsterms of this Indenture and the Administration Agreement in accordance with and within the time periods provided for herein and therein. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided therein, termination, or material change in a Transaction Document. The the Issuer shall not waive, amend, terminatemodify, supplement or otherwise change terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee and or the Credit EnhancerNoteholders of at least a majority of the Outstanding Amount of the Notes. The Issuer will provide shall give written notice to each Rating Agency of any terminationsuch waiver, amendment, modification, supplement or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actiontermination. (d) If a Responsible Officer of the Issuer shall have knowledge of the occurrence of a Servicer Default or an Administrator Default under the Servicing Agreement or the Administration Agreement, respectively, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement, or an Administrator Default shall arise from the failure of the Administrator to perform any of its duties or obligations under the Administration Agreement, as the case may be, with respect to the Trust Student Loans, the Issuer shall take all reasonable steps available to it to enforce its rights under the Basic Documents in respect of such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer's rights and powers, pursuant to Section 5.1 of the Servicing Agreement, or to the Administrator of the Administrator's rights and powers, pursuant to Section 5.1 of the Administration Agreement, the Issuer shall appoint a successor servicer (the "Successor Servicer") or a successor administrator (the "Successor Administrator"), respectively, and such Successor Servicer or Successor Administrator, as the case may be, shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer or Successor Administrator has not been appointed and accepted its appointment at the time when the Servicer or Administrator, as the case may be, ceases to act as Servicer or Administrator, respectively, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer or Successor Administrator, as the case may be. The Indenture Trustee may resign as the Servicer or the Administrator by giving written notice of resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer or a new administrator enters into an agreement with the Issuer as provided below; provided, however, that nothing herein shall -------- ------- require or permit the Indenture Trustee to act as Servicer, or otherwise service the Trust Student Loans, in violation of the Higher Education Act. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement or a new administrator as the Successor Administrator under the Administration Agreement, as the case may be. Any Successor Servicer or Successor Administrator, other than the Indenture Trustee, shall (i) be an established institution (A) that satisfies any requirements of the Higher Education Act applicable to servicers and (B) whose regular business includes the servicing or administration of student loans and (ii) enter into a servicing agreement or an administration agreement, respectively, with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement and the Administration Agreement, as applicable. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer or new administrator, as the case may be, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer or Successor Administrator; provided, however, that such right to appoint or to -------- ------- petition for the appointment of any such successor shall in no event relieve the Indenture Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Servicing Agreement or Administration Agreement, as applicable, and in accordance with Section 5.2 of the Servicing Agreement and Section 5.2 of the Administration Agreement, the Issuer shall enter into an agreement with such successor for the servicing or administration of the Trust Student Loans (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed as provided herein to the Servicer's duties as Servicer with respect to the Trust Student Loans, or the Administrator's duties with respect to the Issuer and the Trust Student Loans, as the case may be, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer or the Administrator, as the case may be, and the servicing or administration of the Trust Student Loans. In case the Indenture Trustee shall become successor to the Servicer or the Administrator, the Indenture Trustee shall be entitled to appoint as Servicer or as Administrator, as the case may be, any one of its Affiliates, provided that such appointment shall not affect or alter in any way the liability of the Indenture Trustee as Successor Servicer or Successor Administrator, respectively, in accordance with the terms hereof. (f) Upon any termination of the Servicer's rights and powers pursuant to the Servicing Agreement, or any termination of the Administrator's rights and powers pursuant to the Administration Agreement, as the case may be, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency. As soon as a Successor Servicer or a Successor Administrator is appointed, the Issuer shall notify the Indenture Trustee and each Rating Agency of such appointment, specifying in such notice the name and address of such Successor Servicer or such Successor Administrator. (g) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees (i) agrees that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders Noteholders of not less than 51% of the aggregate at least a majority in Outstanding Amount of both Classesthe Notes, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (or the Basic Documents, except to the extent otherwise provided in the Sale and Servicing Agreement)Basic Documents, or waive timely performance or observance by the Servicer, the Administrator, the Seller, the Student Loan Marketing Association, the Issuer or the Eligible Lender Trustee under the Basic Documents; and provided, however, that -------- ------- no such amendment shall (ii) that any change in the terms of any Collateral shall not (Ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) Noteholders, or (Bii) reduce the aforesaid percentage of the Notes that is which are required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders Noteholders of all the Outstanding Notes. If the Credit Enhancer and either any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateralsuch Noteholders, the Issuer shall give written notice thereof to each Rating Agency and agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer will Trust shall punctually perform and observe all of its obligations under this Indenture and the other Basic Documents. (b) The Trust shall not take any action (and will use its Best Efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their material such Person's covenants or obligations under any of the Transaction Documents, that would create Mortgage Files or under any Security Interests that are not provided for instrument included in the Transaction DocumentsTrust Estate, or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the Transaction Documents documents or any Security Interest granted under theminstruments contained in the Mortgage Files, except as expressly provided permitted in this Indenture, the other Basic Documents or such document included in the Transaction Documents. The Mortgage File or other instrument or unless such action will not adversely affect the interests of the Noteholders and the Note Insurer. (c) If the Master Servicer or the Owner Trustee, on behalf of the Trust, shall have knowledge of the occurrence of a Servicer Event of Default, the Master Servicer or the Owner Trustee, as applicable, shall promptly notify the Indenture Trustee, as pledgee of the Mortgage Loans Note Insurer and an assignee of the Issuer's rights under Rating Agencies thereof, and, in the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions case of the Master Servicer, shall specify in such notice the action, if any, the Master Servicer is taking with respect to such default. (d) Upon any termination of the Master Servicer's rights and powers pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by promptly notify the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements Note Insurer and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of As soon as any successor Master Servicer is appointed, the Indenture Trustee will not be required if shall notify the Note Insurer and the Rating Agency Condition is satisfied with respect to Agencies, specifying in such notice the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstancesaddress of such successor Master Servicer.

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their material obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for in the Transaction Documents, or that would change or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Except as provided in Section 9.01, the Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.Credit

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancerthis Indenture, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Trust Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, any Indenture Supplement, the Trust Agreement and in the instruments and agreements relating to the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Trust Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided herein or therein, the Issuer shall not waive, amend, modify, supplement or terminate this Indenture, any Indenture Supplement or the Trust Agreement or any provision thereof without the consent of the Holders of a majority of the Outstanding Amount of the Notes of each adversely affected series or class. The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees agrees (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate and a majority in Outstanding Amount of both Classesthe Notes of each affected series or class, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (except to the extent otherwise provided in this Indenture or the Sale Trust Agreement), or waive timely performance or observance by the Servicer of its obligations under the Pooling and Servicing Agreement); and and (ii) that any change in the terms of any Collateral such amendment, modification, waiver, supplement, termination or surrender shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Notes that is required to consent to any change in the terms of any Collateral such amendment, modification, waiver, supplement, termination or surrender without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee any such amendment, modification, waiver, supplement, termination or the requisite percentage of Holders consent surrender shall be so consented to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do soand such Noteholders, the Issuer agrees to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents the Indenture Trustee deems as are necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their material obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for in the Transaction Documents, or that would change or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Except as provided in Section 9.01, the Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classesthe Notes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding NotesNotes and the Credit Enhancer. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person’s material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancerthis Indenture, the Issuer may not waive any default by the Master Servicer under the Sale Transfer and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's ’s Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Trust Administrator pursuant to the Transfer and Servicing Agreement to assist the Issuer in performing certain of its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this indenture, the Transaction DocumentsOperative Agreements and in the instruments and agreements included in the Collateral, including properly but not limited to filing or causing to be filed all Financing Statements financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent terms of the this Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change Transfer and Servicing Agreement in any Transaction Document to accordance with and within the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actiontime periods provided for herein and therein. (d) If a responsible officer of the Owner Trustee shall have written notice or actual knowledge of the occurrence of an Event of Default under the Transfer and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. (e) As promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer’s rights and powers pursuant to Section 8.01(a) of the Transfer and Servicing Agreement, the Indenture Trustee shall proceed in accordance with Section 8.01 and 8.02 of the Transfer and Servicing Agreement. (f) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees agrees (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% at least a majority in Outstanding Balance of the aggregate Outstanding Amount of both ClassesNotes affected thereby, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral or the Operative Agreements (except to the extent otherwise provided in any such Operative Agreement), or waive timely performance or observance by the Sale Trust Administrator, Master Servicer or the Depositor of its respective duties under the Transfer and Servicing Agreement); and and (ii) that any change in the terms of any Collateral such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions payments that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Notes that is required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders of all the Outstanding NotesNotes affected thereby. If the Credit Enhancer and either any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateralsuch Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their material obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for in the Transaction Documents, or that would change or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Except as provided in Section 9.01, the Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit EnhancerTrustee. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their material obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for in the Transaction Documents, or that would change or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Except as provided in Section 9.01, the Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding NotesNotes and the Credit Enhancer. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their material obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for in the Transaction Documents, or that would change or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Except as provided in Section 9.01, the Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and of either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. (c) The Issuer will not take any action (and will not or permit any action to be taken by others to take any action) that which would release any person Person from any of their material such Person's covenants or obligations under any of the Transaction Documents, that would create documents relating to the Mortgage Loans or under any Security Interests that are not provided for instrument included in the Transaction DocumentsTrust Estate, or that which would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the Transaction Documents documents relating to the Mortgage Loans or any Security Interest granted under themsuch instrument, except such actions as the Servicer is expressly provided permitted to take in the Transaction DocumentsSale and Servicing Agreement. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may Agreement, shall be entitled to exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. So long as any Event of Servicer Default shall be continuing under the Sale and Servicing Agreement, the Indenture Trustee, with the consent of the Note Insurer, may exercise the remedies set forth in Section 10.01 of the Sale and Servicing Agreement. Unless granted or permitted by the Credit EnhancerNote Insurer or the Holders of the Notes to the extent provided above, the Issuer may not waive any default by the Master such Event of Servicer under the Sale and Servicing Agreement Default or terminate the Master rights and powers of the Servicer under the Sale and Servicing Agreement. (bd) The Issuer may contract retain an administrator and may enter into contracts with other persons to assist it in performing its duties under this Indenture, and Persons for the performance of those duties the Issuer's obligations hereunder, and performance of such obligations by a person identified to the Indenture Trustee in an Officer's Certificate such Persons shall be considered deemed to be action taken performance of such obligations by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person’s material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancerthis Indenture, the Issuer may not waive any default by the Master Servicer under the Sale Transfer and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's ’s Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Trust Administrator pursuant to the Transfer and Servicing Agreement to assist the Issuer in performing certain of its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction DocumentsOperative Agreements and in the instruments and agreements included in the Collateral, including properly but not limited to filing or causing to be filed all Financing Statements financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent terms of the this Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change Transfer and Servicing Agreement in any Transaction Document to accordance with and within the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actiontime periods provided for herein and therein. (d) If a responsible officer of the Owner Trustee shall have written notice or actual knowledge of the occurrence of an Event of Default under the Transfer and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee, the Swap Counterparty and each Rating Agency thereof. (e) As promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer’s rights and powers pursuant to Section 8.01(a) of the Transfer and Servicing Agreement, the Indenture Trustee shall proceed in accordance with Section 8.01 and 8.02 of the Transfer and Servicing Agreement. (f) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees agrees (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% at least a majority in Outstanding Balance of the aggregate Outstanding Amount of both ClassesNotes affected thereby, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral or the Operative Agreements (except to the extent otherwise provided in any such Operative Agreement), or waive timely performance or observance by the Sale Trust Administrator, Master Servicer or the Depositor of its respective duties under the Transfer and Servicing Agreement); and and (ii) that any change in the terms of any Collateral such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions payments that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Notes that is required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders of all the Outstanding NotesNotes affected thereby. If the Credit Enhancer and either any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateralsuch Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer (i) will diligently pursue any and all actions to enforce its rights under each instrument or agreement included in the Collateral and (ii) will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their material such Person's covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for in the Transaction Documents, such instrument or agreement or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except except, in each case, as expressly provided in this Indenture, the Transaction Documents. The Indenture TrusteeTransfer Agreement, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of or the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Bond Trustee in an Officer's Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrative Agent to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in the Transaction DocumentsSale Agreement, including properly filing the Servicing Agreement and in all Financing Statements other instruments and Continuation Statements required to be filed by agreements included in the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actionCollateral. (d) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Bond Trustee under this Indenture or the rights of the Indenture Bond Trustee under this Indenturehereunder, but subject to Section 3.20, the Issuer agrees (i) agrees that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Bond Trustee or the Holders of not less than 51% of the aggregate at least a majority in Outstanding Amount of both Classesthe Transition Bonds of all Series, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (except to or the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding NotesBasic Documents. If any such amendment, modification, supplement or waiver shall be so consented to by the Credit Enhancer and either the Indenture Bond Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateralsuch Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, agrees to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents the Indenture Trustee deems as shall be necessary or appropriate under in the circumstances. The Issuer agrees that no such amendment, modification, supplement or waiver shall adversely affect the rights of the Holders of the Transition Bonds outstanding at the time of any such amendment, modification, supplement or waiver.

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trusteethis Indenture, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by Receivables Purchase Agreement, the Master Servicer under the Sale and Servicing Trust Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, any Indenture Supplement, the Sale and Servicing Agreement, the Receivables Purchase Agreement, the Trust Agreement and in the instruments and agreements relating to the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture, the Sale and Servicing Agreement, the Receivables Purchase Agreement and the Trust Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided herein or therein, the Issuer shall not waive, amend, modify, supplement or terminate this Indenture, any Indenture Supplement, the Sale and Servicing Agreement, the Receivables Purchase Agreement or the Trust Agreement or any provision thereof without the consent of the Holders of a majority of the Outstanding Dollar Principal Amount of the Notes of each adversely affected series or class. The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees agrees (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% and a majority in Outstanding Dollar Principal Amount of the aggregate Outstanding Amount Notes of both Classeseach affected series or class, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (except to the extent otherwise provided in this Indenture, the Sale and Servicing Agreement, the Receivables Purchase Agreement or the Trust Agreement), or waive timely performance or observance by the Servicer of its obligations under the Sale and Servicing Agreement; and and (ii) that any change in the terms of any Collateral such amendment, modification, waiver, supplement, termination or surrender shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Notes that is required to consent to any change in the terms of any Collateral such amendment, modification, waiver, supplement, termination or surrender without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee any such amendment, modification, waiver, supplement, termination or the requisite percentage of Holders consent surrender shall be so consented to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do soand such Noteholders, the Issuer agrees to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents the Indenture Trustee deems as are necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person’s material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancerthis Indenture, the Issuer may not waive any default by the Master Servicer under the Sale Transfer and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's ’s Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction DocumentsOperative Agreements and in the instruments and agreements included in the Collateral, including properly but not limited to filing or causing to be filed all Financing Statements financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent terms of the this Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change Transfer and Servicing Agreement in any Transaction Document to accordance with and within the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actiontime periods provided for herein and therein. (d) If a responsible officer of the Owner Trustee shall have written notice or actual knowledge of the occurrence of an Event of Default under the Transfer and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. (e) As promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer’s rights and powers pursuant to Section 8.01 of the Transfer and Servicing Agreement, the Indenture Trustee shall proceed in accordance with Section 8.01 and 8.02 of the Transfer and Servicing Agreement (f) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees agrees (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% at least a majority in Outstanding Balance or Percentage Interest of the aggregate Outstanding Amount of both ClassesNotes affected thereby, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral or the Operative Agreements (except to the extent otherwise provided in any such Operative Agreement), or waive timely performance or observance by the Sale Securities Administrator, the Master Servicer, the Servicer or the Depositor of its respective duties under the Transfer and Servicing Agreement); and and (ii) that any change in the terms of any Collateral such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions payments that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Notes that is required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders of all the Outstanding NotesNotes affected thereby. If the Credit Enhancer and either any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateralsuch Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their material obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for in the Transaction Documents, or that would change or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's ’s rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's ’s Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Except as provided in Section 9.01, the Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less more than 5150% of the aggregate Outstanding Amount of both Classesthe Notes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their Trustor shall perform in all material respects all obligations under any and all Leases. If any of the Transaction Documentsacts described in this Section are done without the written consent of Beneficiary, that would create any Security Interests that are not provided for in at the Transaction Documentsoption of Beneficiary, they shall be of no force or that would change or impair the validity or effectiveness effect and shall constitute a default under this Deed of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing AgreementTrust. (b) The Issuer may contract with other persons Trustor agrees to assist it in performing its duties under this Indenture, and furnish Beneficiary an executed copy of each Lease that is entered into after the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees Execution Date (i) that it will does not conform to the Leasing Guidelines, or (ii) as to which Trustor requests a nondisturbance agreement, or (iii) otherwise if requested by Beneficiary. Trustor shall not, without the prior express written consent of Beneficiary, (i) enter into or extend any Lease unless the Credit Enhancer and either Lease complies with the Indenture Trustee or the Holders Leasing Guidelines which are attached to this Deed of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waiveTrust as Exhibit “B”, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that cancel or terminate any change Leases except in the terms case of a default unless Trustor has entered into new Leases covering all of the premises of the Leases being terminated or surrendered, or (iii) modify or amend any Collateral shall not (A) increase Leases in any material way or reduce the amount ofrent, or accelerate or delay (iv) unless the timing oftenants remain liable under the Leases, distributions that are required consent to be made for the benefit an assignment of the Noteholders tenant’s interest or to a subletting of the demised premises under any Lease, or (v) accept payment of advance rents or security deposits in an amount in excess of one month’s rent (except as may be incidental that prior to changes or waivers allowed the Execution Date, Trustor has provided written disclosure to Beneficiary identifying three tenants from whom Trustor has collected rents and five tenants from whom Trustor has collected security deposits, in each case in excess of one month’s rent and in the amounts set forth in such written disclosure, and Beneficiary has accepted the facts set forth in such disclosure, and Trustor acknowledges that such disclosure and acceptance do not affect Trustor’s obligations under (d)(iSubsection 9.01(a)(iv)of this Deed of Trust)) , or (Bvi) reduce enter into any options to purchase the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstancesProperty.

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their material Trustor and/or Operating Lessee as applicable shall perform all obligations under any and all Leases. If any of the Transaction Documentsacts described in this Section are done without the written consent of Beneficiary, that would create any Security Interests that are not provided for in at the Transaction Documentsoption of Beneficiary, they shall be of no force or that would change or impair the validity or effectiveness effect and shall constitute a default under this Deed of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing AgreementTrust. (b) The Issuer may contract Trustor and/or Operating Lessee as applicable agrees to furnish Beneficiary executed copies of all future Leases for premises of 9,500 square feet or more. Trustor and/or Operating Lessee as applicable shall not, without the express written consent of Beneficiary, (i) enter into or extend any Lease unless the Lease complies with other persons the Leasing Guidelines which are attached to assist it this Deed of Trust as Exhibit “B”, or (ii) cancel or terminate any Leases or Lease Guaranties except in performing its duties the case of a default unless Trustor has entered into a new Lease covering all of the premises of the Lease being terminated, or (iii) modify or amend any Leases in any material way or materially reduce the rent, or (iv) unless the tenants remain Table of Contents liable under this Indenturethe Leases, and consent to an assignment of the performance tenant’s interest or to a subletting of those duties by a person identified to the Indenture Trustee demised premises under any Lease, or (v) accept payment of advance rents or security deposits in an Officer's Certificate shall be considered amount in excess of one month’s rent or (vi) enter into any options to be action taken by purchase the IssuerProperty. (c) The Issuer will punctually perform all Notwithstanding anything to the contrary in this Deed of Trust, (i) the covenants and agreements of Trustor and Operating Lessee in Sections 5.4, 5.5 and 5.6 hereunder shall be subject to the limitation that Trustor and Operating Lessee shall only be required to use commercially reasonable efforts to enforce any rights they may have under the Management Agreement to ensure that Manager takes actions under the Management Agreement consistent with the requirements of Sections 5.4, 5.5 and 5.6 hereof and (ii) subject to the obligation to use commercially reasonable efforts to enforce any rights under the Management Agreement, Trustor, Operating Lessee and Liable Party shall not be deemed in default hereunder or under the Guaranty as a result of the exercise by Manager of any of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document rights pursuant to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied Management Agreement with respect to the proposed actionsubject matter of Sections 5.4, 5.5 and 5.6 of this Deed of Trust; and (iii) the rights of Manager under the Management Agreement with respect to the subject matter of Sections 5.4, 5.5 and 5.6 shall not be limited or restricted in any manner except as may be expressly provided in an instrument in writing signed by Manager and delivered to Beneficiary. (d) Without derogating from Notwithstanding the Grants foregoing, the Operating Lease shall not be subject to the Indenture Trustee under this Indenture Leasing Guidelines or the rights provisions of Section 5.3, provided however that any leasing or subleasing of all or any part of the Indenture Trustee under this Indenture, Leased Improvements (as defined in the Issuer agrees (iOperating Lease) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except pursuant to the extent otherwise provided in Operating Lease shall be subject to the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstancesLeasing Guidelines.

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted Basic Documents or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement such other instrument or terminate the Master Servicer under the Sale and Servicing Agreementagreement. (b) The Issuer may contract with or otherwise obtain the assistance of other persons Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties and obligations under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's Certificate shall be considered deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Administrator. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction Documentsother Basic Documents and in the instruments and agreements included in the Collateral, including properly but not limited to filing or causing to be filed all Financing Statements UCC financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documentsterms of this Indenture and the Sale and Assignment Agreement in accordance with and within the time periods provided for herein and therein. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided therein, termination, or material change in a Transaction Document. The the Issuer shall not waive, amend, terminatemodify, supplement or otherwise change terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice Holders of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent at least a majority of the Indenture Trustee will not be required if Outstanding Amount of the Rating Agency Condition is satisfied with respect to the proposed actionNotes. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the The Issuer agrees (i) agrees that it will not, without not waive timely performance or observance by the prior consent Seller of its respective duties under the Credit Enhancer and either the Indenture Trustee or Basic Documents if any such waiver would adversely affect the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer Issuing Entity will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person’s material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancerthis Indenture, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Trust Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer Issuing Entity will punctually perform and observe all of its obligations and agreements contained in this Indenture, any Indenture Supplement, the Pooling and Servicing Agreement, the Trust Agreement and in the instruments and agreements relating to the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Trust Agreement in accordance with and within the time periods provided for herein and therein. The Issuing Entity may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's ’s Certificate of the Issuing Entity shall be considered deemed to be action taken by the IssuerIssuing Entity. Initially, the Issuing Entity has contracted with the Administrator to assist the Issuing Entity in performing its duties under this Indenture. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees Issuing Entity agrees (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate and a majority in Outstanding Amount of both Classesthe Notes of each affected Series or Class, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing AgreementIssuing Entity Documents); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee any such amendment, modification, waiver, supplement, termination or the requisite percentage of Holders consent surrender shall be so consented to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do soand such Noteholders, the Issuing Entity agrees to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents the Indenture Trustee deems as are necessary or appropriate under in the circumstances.

Performance of Obligations. Servicing of ---------------------------------------- Receivables. ----------- (a) The Issuer will shall not take any action (and will shall use its reasonable efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Trust Estate or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as otherwise expressly provided in this Indenture, the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Trust Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by Receivables Purchase Agreement, the Master Servicer under the Sale and Servicing Administration Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee herein or in the Basic Documents or an Officer's Officers' Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will shall punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction DocumentsBasic Documents and in the instruments and agreements included in the Trust Estate, including properly but not limited to filing or causing to be filed all Financing Statements Uniform Commercial Code financing statements and Continuation Statements continuation statements required to be filed by under the Transaction Documentsterms of this Indenture, the Trust Sale and Servicing Agreement and the Receivables Purchase Agreement in accordance with and within the time periods provided for herein and therein. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided therein, termination, or material change in a Transaction Document. The the Issuer shall not waive, amend, terminatemodify, supplement or otherwise change terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actionTrustee. (d) Without derogating from If the Grants to the Indenture Trustee under this Indenture or the rights Issuer shall have knowledge of the Indenture Trustee occurrence of a Servicing Default under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Trust Sale and Servicing Agreement); and (ii) that any change in , the terms of any Collateral Issuer shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either promptly notify the Indenture Trustee and the Rating Agencies in writing thereof, and shall specify in such notice the response or the requisite percentage of Holders consent to any change in the terms of any Collateralaction, if any, the Issuer agreeshas taken or is taking with respect to such default. If a Servicing Default shall arise -19- from the failure of the Servicer to perform any of its duties or obligations under the Trust Sale and Servicing Agreement or the Receivables Purchase Agreement with respect to the Receivables in the Accounts, promptly following a request by the Issuer and the Indenture Trustee shall take all reasonable steps available to do so, them pursuant to execute the Trust Sale and deliver, in its own name Servicing Agreement and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstancesReceivables Purchase Agreement to remedy such failure.

Performance of Obligations. (a) The Issuer Issuing Entity will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person’s material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trusteethis Indenture, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer Issuing Entity may contract with or otherwise obtain the assistance of other persons Persons (including, without limitation, the Master Servicer and the Administrator under the Administration Agreement) to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee [and the Securities Insurer] in an Officer's ’s Certificate of the Issuing Entity shall be considered deemed to be action taken by the IssuerIssuing Entity. Initially, the Issuing Entity has contracted with the Master Servicer and the Administrator to assist the Issuing Entity in performing its duties under this Indenture. The Administrator must at all times be the same Person as the Indenture Trustee. (c) The Issuer Issuing Entity will punctually perform and observe all of its obligations under and agreements contained in this Indenture, in the Transaction DocumentsBasic Documents and in the instruments and agreements included in the Collateral, including properly but not limited to (i) filing or causing to be filed all Financing Statements UCC financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documentsterms of this Indenture and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement, in accordance with and within the time periods provided for in this Indenture and/or the Sale and Servicing Agreement, as applicable. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided therein, termination, or material change in a Transaction Document. The Issuer the Issuing Entity shall not waive, amend, terminatemodify, supplement or otherwise change terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee Trustee[, the Securities Insurer] and the Credit Enhancer. The Issuer will provide notice Holders of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent at least a majority of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actionOutstanding Notes. (d) If the Issuing Entity shall have knowledge of the occurrence of a Master Servicer Event of Default under the Sale and Servicing Agreement, the Issuing Entity shall promptly notify the Indenture Trustee[, the Securities Insurer], the Servicer and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuing Entity is taking with respect to such Master Servicer Event of Default. If such a Master Servicer Event of Default shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Home Loans, the Issuing Entity shall take all reasonable steps available to it to enforce the obligations of the Master Servicer thereunder. (e) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees Issuing Entity agrees (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee [and, if a Securities Insurer Default has not occurred and is not continuing, the Securities Insurer,] amend, modify, waive, supplement, terminate or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement)) or the Basic Documents, or waive timely performance or observance by the Servicer, the Master Servicer or the Depositor under the Sale and Servicing Agreement; and and (ii) that any change in the terms of any Collateral such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions payments that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Outstanding Notes that is required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either any such amendment, modification, supplement or waiver shall so be consented to by the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral[and, if a Securities Insurer Default has not occurred and is not continuing, the Issuer Securities Insurer], the Issuing Entity agrees, promptly following a request by the Indenture Trustee [or the Securities Insurer] to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their material obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for in the Transaction Documents, or that would change or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, termination or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, amendment or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their material obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for in the Transaction Documents, or that would change or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants Grant to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesAmount, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. Servicing of Trust ---------------------------------------------- Student Loans. (a) The Issuer will not take any action (and will use its best ------------- efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Indenture Trust Estate or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trusteethis Indenture, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted any other Basic Document or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement such other instrument or terminate the Master Servicer under the Sale and Servicing Agreementagreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's Officers' Certificate of the Issuer shall be considered deemed to be action taken by the Issuer; provided, however, the Issuer shall not be liable for any acts of Persons with whom the Issuer has contracted with reasonable care. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. The Issuer shall give written notice to the Indenture Trustee and each Rating Agency of any such contract with any other Person. (c) The Issuer will shall punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction Documentsother Basic Documents and the instruments and agreements included in the Indenture Trust Estate, including properly filing or causing to be filed all Financing Statements UCC financing statements and Continuation Statements continuation statements prepared by the Issuer and required to be filed by the Transaction Documentsterms of this Indenture and the Administration Agreement in accordance with and within the time periods provided for herein and therein. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided therein, termination, or material change in a Transaction Document. The the Issuer shall not waive, amend, terminatemodify, supplement or otherwise change terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee and or the Credit EnhancerNoteholders of at least a majority of the Outstanding Amount of the Notes. The Issuer will provide shall give written notice to each Rating Agency of any terminationsuch waiver, amendment, modification, supplement or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actiontermination. (d) Without derogating If a Responsible Officer of the Issuer shall have knowledge of the occurrence of a Servicer Default or an Administrator Default under the Servicing Agreement or the Administration Agreement, respectively, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. If a Servicer Default shall arise from the Grants failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement, or an Administrator Default shall arise from the failure of the Administrator to perform any of its duties or obligations under the Administration Agreement, as the case may be, with respect to the Trust Student Loans, the Issuer shall take all reasonable steps available to it to enforce its rights under the Basic Documents in respect of such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer's rights and powers, pursuant to Section 5.1 of the Servicing Agreement, or to the Administrator of the Administrator's rights and powers, pursuant to Section 5.1 of the Administration Agreement, the Issuer shall appoint a successor servicer (the "Successor Servicer") or a successor administrator (the "Successor Administrator"), respectively, and such Successor Servicer or Successor Adminis- trator, as the case may be, shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee under this Indenture Trustee. In the event that a Successor Servicer or Successor Administrator has not been appointed and accepted its appointment at the rights of time when the Servicer or Administrator, as the case may be, ceases to act as Servicer or Administrator, respectively, the Indenture Trustee under this Indenturewithout further action shall automatically be appointed the Successor Servicer or Successor Administrator, as the case may be. The Indenture Trustee may resign as the Servicer or the Administrator by giving written notice of resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer or a new administrator enters into an agreement with the Issuer as provided below; provided, however, that nothing herein shall require or permit the Indenture -------- ------- Trustee to act as Servicer, or otherwise service the Trust Student Loans, in violation of the Higher Education Act. Upon delivery of any such notice to the Issuer, the Issuer agrees shall obtain a new servicer as the Successor Servicer under the Servicing Agreement or a new administrator as the Successor Administrator under the Administration Agreement, as the case may be. Any Successor Servicer or Successor Administrator, other than the Indenture Trustee, shall (i) be an established institution (A) that it will not, without the prior consent satisfies any requirements of the Credit Enhancer Higher Education Act applicable to servicers and either (B) whose regular business includes the servicing or administration of student loans and (ii) enter into a servicing agreement or an administration agreement, respectively, with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement and the Administration Agreement, as applicable. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer or new administrator, as the case may be, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer or Successor Administrator; provided, however, -------- ------- that such right to appoint or to petition for the Holders appointment of not less than 51% any such successor shall in no event relieve the Indenture Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Servicing Agreement or Administration Agreement, as applicable, and in accordance with Section 5.2 of the aggregate Outstanding Amount Servicing Agreement and Section 5.2 of both Classes, change or waive, or agree to or otherwise permit any change to or waiver ofthe Administration Agreement, the terms Issuer shall enter into an agreement with such successor for the servicing or administration of any Collateral the Trust Student Loans (except such agreement to be in form and substance satisfactory to the extent otherwise provided in the Sale and Servicing AgreementIndenture Trustee); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.shall succeed as provided herein to

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action(if such action is within the Issuer's control) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Indenture Trust Estate or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in this Indenture, the Transaction Documents. The Indenture TrusteePurchase and Contribution Agreement, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee and the Insurer in an Officer's Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Master Servicer to assist the Issuer in performing its duties under this Indenture. (c) The If the Issuer will punctually shall have knowledge of the occurrence of a Servicer Default, the Issuer shall promptly notify the Indenture Trustee, the Rating Agencies and the Insurer, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. If a Servicer Default shall arise from the failure of the Master Servicer to perform all any of its duties or obligations under the Transaction DocumentsMaster Servicing Agreement with respect to the Financed Student Loans, including properly filing the Issuer shall take all Financing Statements and Continuation Statements required reasonable steps available to be filed by it to enforce its rights under the Transaction Documents. The Rating Agency Condition must be satisfied Documents in connection with respect of such failure and shall take all reasonable steps available to it to enforce its rights in respect of such failure at the direction of the Insurer. (d) Upon any amendmenttermination of the Master Servicer's rights and powers pursuant to the Master Servicing Agreement, termination, or material change in a Transaction Document. The the Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of promptly notify the Indenture Trustee and the Credit EnhancerInsurer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to As soon as a successor Master Servicer is appointed with the Rating Agencies. The consent of the Insurer, the Issuer shall notify the Indenture Trustee will not be required if and the Rating Agency Condition is satisfied with respect to Insurer of such appointment, specifying in such notice the proposed actionname and address of such successor Master Servicer. (de) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees (i) agrees that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee and the Insurer, amend, modify, waive, supplement, terminate or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (or the Transaction Documents, except to the extent otherwise provided in the Sale and Master Servicing Agreement), or waive timely performance or observance by the Master Servicer, EFG, the Issuer or the Eligible Lender Trustee under a material provision of the Purchase and Contribution Agreement, or the Master Servicing Agreement; and provided, however, that no such amendment shall (ii) that any change in the terms of any Collateral shall not (Ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders Noteholders, (except as may be incidental to changes or waivers allowed under (d)(iii)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer Issuing Entity will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person’s material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancerthis Indenture, the Issuer may not waive any default by the Master Servicer under the Sale Transfer and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer Issuing Entity may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's ’s Certificate of the Issuing Entity shall be considered deemed to be action taken by the IssuerIssuing Entity. Initially, the Issuing Entity has contracted with the Trust Administrator pursuant to the Transfer and Servicing Agreement to assist the Issuing Entity in performing certain of its duties under this Indenture. (c) The Issuer Issuing Entity will punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction DocumentsOperative Agreements and in the instruments and agreements included in the Collateral, including properly but not limited to filing or causing to be filed all Financing Statements financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent terms of the this Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change Transfer and Servicing Agreement in any Transaction Document to accordance with and within the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actiontime periods provided for herein and therein. (d) If a responsible officer of the Owner Trustee shall have written notice or actual knowledge of the occurrence of an Event of Default under the Transfer and Servicing Agreement, the Issuing Entity shall promptly notify the Indenture Trustee, the Swap Counterparty and each Rating Agency thereof. (e) As promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer’s rights and powers pursuant to Section 8.01(a) of the Transfer and Servicing Agreement, the Indenture Trustee shall proceed in accordance with Section 8.01 and 8.02 of the Transfer and Servicing Agreement. (f) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees Issuing Entity agrees (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% at least a majority in Outstanding Balance of the aggregate Outstanding Amount of both ClassesNotes affected thereby, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral or the Operative Agreements (except to the extent otherwise provided in any such Operative Agreement), or waive timely performance or observance by the Sale Trust Administrator, Master Servicer or the Depositor of its respective duties under the Transfer and Servicing Agreement); and and (ii) that any change in the terms of any Collateral such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions payments that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Notes that is required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders of all the Outstanding NotesNotes affected thereby. If the Credit Enhancer and either any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateralsuch Holders, the Issuer Issuing Entity agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. Servicing of Trust Student ------------------------------------------------------ Loans. (a) The Issuer will not take any action (and will use its best efforts not ----- to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Indenture Trust Estate or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement.of, (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's Officers' Certificate of the Issuer shall be considered deemed to be action taken by the Issuer; provided, however, the Issuer shall not be liable for any acts of Persons with whom the Issuer has contracted with reasonable care. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. The Issuer shall give written notice to the Indenture Trustee and each Rating Agency of any such contract with any other Person. (c) The Issuer will shall punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction Documentsother Basic Documents and the instruments and agreements included in the Indenture Trust Estate, including properly filing or causing to be filed all Financing Statements UCC financing statements and Continuation Statements continuation statements prepared by the Issuer and required to be filed by the Transaction Documentsterms of this Indenture and the Administration Agreement in accordance with and within the time periods provided for herein and therein. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided therein, termination, or material change in a Transaction Document. The the Issuer shall not waive, amend, terminatemodify, supplement or otherwise change terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee and or the Credit EnhancerNoteholders of at least a majority of the Outstanding Amount of the Notes. The Issuer will provide shall give written notice to each Rating Agency of any terminationsuch waiver, amendment, modification, supplement or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actiontermination. (d) If a Responsible Officer of the Issuer shall have knowledge of the occurrence of a Servicer Default or an Administrator Default under the Servicing Agreement or the Administration Agreement, respectively, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement, or an Administrator Default shall arise from the failure of the Administrator to perform any of its duties or obligations under the Administration Agreement, as the case may be, with respect to the Trust Student Loans, the Issuer shall take all reasonable steps available to it to enforce its rights under the Basic Documents in respect of such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer's rights and powers, pursuant to Section 5.1 of the Servicing Agreement, or to the Administrator of the Administrator's rights and powers, pursuant to Section 5.1 of the Administration Agreement, the Issuer shall appoint a successor servicer (the "Successor Servicer") or a successor administrator (the "Successor Administrator"), respectively, and such Successor Servicer or Successor Administrator, as the case may be, shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer or Successor Administrator has not been appointed and accepted its appointment at the time when the Servicer or Administrator, as the case may be, ceases to act as Servicer or Administrator, respectively, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer or Successor Administrator, as the case may be. The Indenture Trustee may resign as the Servicer or the Administrator by giving written notice of resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer or a new administrator enters into an agreement with the Issuer as provided below; provided, however, that nothing herein shall require or permit the -------- ------- Indenture Trustee to act as Servicer, or otherwise service the Trust Student Loans, in violation of the Higher Education Act. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement or a new administrator as the Successor Administrator under the Administration Agreement, as the case may be. Any Successor Servicer or Successor Administrator, other than the Indenture Trustee, shall (i) be an established institution (A) that satisfies any requirements of the Higher Education Act applicable to servicers and (B) whose regular business includes the servicing or administration of student loans and (ii) enter into a servicing agreement or an administration agreement, respectively, with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement and the Administration Agreement, as applicable. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer or new administrator, as the case may be, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer or Successor Administrator; provided, however, that such right to appoint or to petition for the -------- ------- appointment of any such successor shall in no event relieve the Indenture Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such (f) Upon any termination of the Servicer's rights and powers pursuant to the Servicing Agreement, or any termination of the Administrator's rights and powers pursuant to the Administration Agreement, as the case may be, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency. As soon as a Successor Servicer or a Successor Administrator is appointed, the Issuer shall notify the Indenture Trustee and each Rating Agency of such appointment, specifying in such notice the name and address of such Successor Servicer or such Successor Administrator. (g) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees (i) agrees that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders Noteholders of not less than 51% of the aggregate at least a majority in Outstanding Amount of both Classesthe Notes, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (or the Basic Documents, except to the extent otherwise provided in the Sale and Servicing Agreement)Basic Documents, or waive timely performance or observance by the Servicer, the Administrator, the Seller, the Student Loan Marketing Association, the Issuer or the Eligible Lender Trustee under the Basic Documents; and provided, however, that no such amendment shall (ii) that any change in the terms of any Collateral shall not (Ai) increase or -------- ------- reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.or

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their Grantor shall perform all material obligations under any and all Leases. If any of the Transaction Documentsacts described in this Section are done without the written consent of Beneficiary, that would create any Security Interests that are not provided for in at the Transaction Documentsoption of Beneficiary, they shall be of no force or that would change or impair the validity or effectiveness effect and shall constitute a default under this Deed of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing AgreementTrust. (b) The Issuer may contract with other persons Upon request of Beneficiary, Grantor agrees to assist it in performing its duties under this Indenture, and furnish Beneficiary executed copies of all future Leases entered into which affect the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the IssuerProperty. (c) The Issuer will punctually perform Grantor shall not, without the express written consent of Beneficiary, (i) enter into or extend any Lease unless the Lease complies with the Leasing Guidelines which are attached to this Deed of Trust as Exhibit B (provided, however, that the foregoing shall not prohibit Grantor from allowing the extension of any Leases pursuant to any extension options existing under the Existing Leases or Leases hereafter entered into in accordance with the terms hereof), or (ii) cancel or terminate any Leases or accept a surrender of any Leases except in the case of a default unless Grantor has entered into new Leases covering all of its obligations the premises of the Leases being terminated or surrendered or unless specifically permitted under any Existing Leases or Leases hereafter entered into in accordance with the terms hereof, or (iii) modify or amend any Leases in any material way or reduce the rent (unless any such Lease following such modification, amendment or reduction shall remain in compliance with the Leasing Guidelines), or (iv) unless the tenants remain liable under the Transaction DocumentsLeases, including properly filing all Financing Statements and Continuation Statements required consent to be filed by an assignment of the Transaction Documents. The Rating Agency Condition must be satisfied in connection with tenant’s interest or to a subletting of any amendment, terminationof the Leases, or material change (v) accept payment of advance rents in an amount in excess of one month’s rent under any Lease. In the event that (i) Grantor has delivered to Beneficiary a Transaction Document. The Issuer shall not amend, terminate, written request for Beneficiary’s approval of a Lease or otherwise change any Transaction Document without the consent other leasing matter together with a summary of the Indenture Trustee business terms of such Lease or other leasing matter by a method which provides evidence of delivery, such as certified mail or a recognized national overnight delivery service, (ii) Beneficiary has failed to respond to such request within five (5) business days after Beneficiary’s receipt of such request, and (iii) Grantor has delivered to Beneficiary a second copy of such request by such a method, then, if Beneficiary has failed to respond to such second request within five (5) business days after Beneficiary’s receipt of such request, such request shall be deemed approved, provided that each such request included a legend prominently displayed at the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent top of the Indenture Trustee will first page thereof in solid capital letters in bold face type of a font size not be required if the Rating Agency Condition is satisfied with respect to the proposed actionless than twelve (12) as follows: “WARNING: PURSUANT TO SECTION 5.3 OF THE DEED OF TRUST, YOU WILL BE DEEMED TO HAVE APPROVED THIS REQUEST IF YOU DO NOT RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT.” (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will Grantor shall not, without the prior express written consent of Beneficiary enter into any options to purchase the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstancesProperty.

Performance of Obligations. (a) The Issuer will not take any action (and will use commercially reasonable efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person’s material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Trust Fund or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancerthis Indenture, the Issuer may not waive any default by the Master Servicer under the Sale Transfer and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing any other Operative Agreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's ’s Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction DocumentsOperative Agreements and in the instruments and agreements included in the Trust Fund, including properly but not limited to filing or causing to be filed all Financing Statements financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied terms of this Indenture, the Transfer and Servicing Agreement and any other Operative Agreement in connection accordance with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without and within the consent of the Indenture Trustee time periods provided for herein and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actiontherein. (d) Without derogating from If a Responsible Officer of the Grants to Owner Trustee shall have written notice or actual knowledge of the occurrence of an Indenture Event of Default under the Transfer and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee under this Indenture or and each Rating Agency thereof. (e) As promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer’s rights and powers pursuant to Section 9.1(a) of the Transfer and Servicing Agreement, the Indenture Trustee under this Indenture, shall proceed in accordance with Section 9.1 and 9.2 of the Transfer and Servicing Agreement. (f) The Issuer agrees: (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% Noteholders representing at least a majority in Outstanding Balance of the aggregate Outstanding Amount of both ClassesNotes affected thereby, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral Trust Fund or the Operative Agreements (except to the extent otherwise provided in any such Operative Agreement), or waive timely performance or observance by the Sale Master Servicer, the Securities Administrator, the Subservicer, the Originator or the Depositor of its respective duties under the Transfer and Servicing Agreement); and (ii) that any change in the terms of any Collateral such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions payments that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Notes that is required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders Noteholders of all the Outstanding NotesNotes affected thereby. If the Credit Enhancer and either any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateralsuch Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, agrees to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer will shall not take any action (and will shall use its reasonable best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancerthis Indenture, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Trust Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, any Indenture Supplement, the Transaction DocumentsTrust Agreement and in the instruments and agreements relating to the Collateral, including properly but not limited to filing or causing to be filed all Financing Statements UCC financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documentsterms of this Indenture and the Trust Agreement in accordance with and within the time periods provided for herein and therein. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided herein or therein, termination, or material change in a Transaction Document. The the Issuer shall not waive, amend, terminatemodify, supplement or otherwise change terminate this Indenture, any Transaction Document Indenture Supplement or the Trust Agreement or any provision thereof without the consent of the Indenture Trustee and Holders of a majority of the Credit Enhancer. The Issuer will provide Outstanding Amount of the Notes of each adversely affected Series or Class and, unless notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent Agencies shall satisfy the obligations of the Indenture Trustee will not be required if Issuer with respect to such amendment under the applicable agreement, satisfaction of the Rating Agency Condition is satisfied with respect to the proposed actionthereto. (dc) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees agrees (i) that it will shall not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate and a majority in Outstanding Amount of both Classesthe Notes of each affected Series or Class and satisfaction of the Rating Agency Condition with respect thereto, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (except to the extent otherwise provided in this Indenture or the Sale Trust Agreement), or waive timely performance or observance by the Servicer of its obligations under the Transfer and Servicing Agreement); and and (ii) that any change in the terms of any Collateral such amendment, modification, waiver, supplement, termination or surrender shall not (A) increase or 82 MASTER INDENTURE reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Notes that is required to consent to any change in the terms of any Collateral such amendment, modification, waiver, supplement, termination or surrender without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee any such amendment, modification, waiver, supplement, termination or the requisite percentage of Holders consent surrender shall be so consented to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do soand such Noteholders, the Issuer agrees to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents the Indenture Trustee deems as are necessary or appropriate under in the circumstances.

Performance of Obligations. Servicing of Trust Student ------------------------------------------------------ Loans. (a) The Issuer will not take any action (and will use its best efforts not ----- to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Indenture Trust Estate or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trusteethis Indenture, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted any other Basic Document or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement such other instrument or terminate the Master Servicer under the Sale and Servicing Agreementagreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's Officers' Certificate of the Issuer shall be considered deemed to be action taken by the Issuer; provided, however, the Issuer shall not be liable for any acts of Persons with whom the Issuer has contracted with reasonable care. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. The Issuer shall give written notice to the Indenture Trustee and each Rating Agency of any such contract with any other Person. (c) The Issuer will shall punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction Documentsother Basic Documents and the instruments and agreements included in the Indenture Trust Estate, including properly filing or causing to be filed all Financing Statements UCC financing statements and Continuation Statements continuation statements prepared by the Issuer and required to be filed by the Transaction Documentsterms of this Indenture and the Administration Agreement in accordance with and within the time periods provided for herein and therein. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided therein, termination, or material change in a Transaction Document. The the Issuer shall not waive, amend, terminatemodify, supplement or otherwise change terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee and or the Credit EnhancerNoteholders of at least a majority of the Outstanding Amount of the Notes. The Issuer will provide shall give written notice to each Rating Agency of any terminationsuch waiver, amendment, modification, supplement or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actiontermination. (d) If a Responsible Officer of the Issuer shall have knowledge of the occurrence of a Servicer Default or an Administrator Default under the Servicing Agreement or the Administration Agreement, respectively, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement, or an Administrator Default shall arise from the failure of the Administrator to perform any of its duties or obligations under the Administration Agreement, as the case may be, with respect to the Trust Student Loans, the Issuer shall take all reasonable steps available to it to enforce its rights under the Basic Documents in respect of such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer's rights and powers, pursuant to Section 5.1 of the Servicing Agreement, or to the Administrator of the Administrator's rights and powers, pursuant to Section 5.1 of the Administration Agreement, the Issuer shall appoint a successor servicer (the "Successor Servicer") or a successor administrator (the "Successor Administrator"), respectively, and such Successor Servicer or Successor Administrator, as the case may be, shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer or Successor Administrator has not been appointed and accepted its appointment at the time when the Servicer or Administrator, as the case may be, ceases to act as Servicer or Administrator, respectively, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer or Successor Administrator, as the case may be. The Indenture Trustee may resign as the Servicer or the Administrator by giving written notice of resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer or a new administrator enters into an agreement with the Issuer as provided below; provided, however, that nothing herein shall -------- ------- require or permit the Indenture Trustee to act as Servicer, or otherwise service the Trust Student Loans, in violation of the Higher Education Act. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement or a new administrator as the Successor Administrator under the Administration Agreement, as the case may be. Any Successor Servicer or Successor Administrator, other than the Indenture Trustee, shall (i) be an established institution (A) that satisfies any requirements of the Higher Education Act applicable to servicers and (B) whose regular business includes the servicing or administration of student loans and (ii) enter into a servicing agreement or an administration agreement, respectively, with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement and the Administration Agreement, as applicable. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer or new administrator, as the case may be, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer or Successor Administrator; provided, however, that such right to appoint or to -------- ------- petition for the appointment of any such successor shall in no event relieve the Indenture Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Servicing Agreement or Administration Agreement, as applicable, and in accordance with Section 5.2 of the Servicing Agreement and Section 5.2 of the Administration Agreement, the Issuer shall enter into an agreement with such successor for the servicing or administration of the Trust Student Loans (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed as provided herein to the Servicer's duties as Servicer with respect to the Trust Student Loans, or the Administrator's duties with respect to the Issuer and the Trust Student Loans, as the case may be, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer or the Administrator, as the case may be, and the servicing or administration of the Trust Student Loans. In case the Indenture Trustee shall become successor to the Servicer or the Administrator, the Indenture Trustee shall be entitled to appoint as Servicer or as Administrator, as the case may be, any one of its Affiliates, provided that such appointment shall not affect or alter in any way the liability of the Indenture Trustee as Successor Servicer or Successor Administrator, respectively, in accordance with the terms hereof. (f) Upon any termination of the Servicer's rights and powers pursuant to the Servicing Agreement, or any termination of the Administrator's rights and powers pursuant to the Administration Agreement, as the case may be, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency. As soon as a Successor Servicer or a Successor Administrator is appointed, the Issuer shall notify the Indenture Trustee and each Rating Agency of such appointment, specifying in such notice the name and address of such Successor Servicer or such Successor Administrator. (g) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees (i) agrees that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders Noteholders of not less than 51% of the aggregate at least a majority in Outstanding Amount of both Classesthe Notes, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (or the Basic Documents, except to the extent otherwise provided in the Sale and Servicing Agreement)Basic Documents, or waive timely performance or observance by the Servicer, the Administrator, the Seller, the Student Loan Marketing Association, the Issuer or the Eligible Lender Trustee under the Basic Documents; and provided, however, that -------- ------- no such amendment shall (ii) that any change in the terms of any Collateral shall not (Ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) Noteholders, or (Bii) reduce the aforesaid percentage of the Notes that is which are required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders Noteholders of all the Outstanding Notes. If the Credit Enhancer and either any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateralsuch Noteholders, the Issuer shall give written notice thereof to each Rating Agency and agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person’s material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancerthis Indenture, the Issuer may not waive any default by the Master Servicer under the Sale Transfer and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's ’s Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction DocumentsOperative Agreements and in the instruments and agreements included in the Collateral, including properly but not limited to filing or causing to be filed all Financing Statements financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent terms of the this Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change Transfer and Servicing Agreement in any Transaction Document to accordance with and within the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actiontime periods provided for herein and therein. (d) If a responsible officer of the Owner Trustee shall have written notice or actual knowledge of the occurrence of an Event of Default under the Transfer and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. (e) As promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer’s rights and powers pursuant to Section 6.01(a) of the Transfer and Servicing Agreement, the Indenture Trustee shall proceed in accordance with Section 6.01 and 6.02 of the Transfer and Servicing Agreement (f) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees agrees (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% at least a majority in Outstanding Balance or Percentage Interest of the aggregate Outstanding Amount of both ClassesNotes affected thereby, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral or the Operative Agreements (except to the extent otherwise provided in any such Operative Agreement), or waive timely performance or observance by the Sale Master Servicer or the Depositor of its respective duties under the Transfer and Servicing Agreement); and and (ii) that any change in the terms of any Collateral such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions payments that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Notes that is required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders of all the Outstanding NotesNotes affected thereby. If the Credit Enhancer and either any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateralsuch Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer Owner Trustee will not take any action (and will not or permit any action to be taken by others to take any action) that which would release any person Person from any of their material such Person's covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument included in the Transaction DocumentsTrust Estate, or that which would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents or of, any Security Interest granted under themsuch instrument, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementthis Indenture. (b) The Issuer Owner Trustee may contract with other persons Persons to assist it in performing its duties under this Indenturehereunder, and the any performance of those such duties (other than the execution of Officers' Certificates of the Owner Trustee and Issuer Orders by a person Person identified to the Indenture Trustee in an Officer's Officers' Certificate of the Owner Trustee) shall be considered deemed to be action taken by the IssuerOwner Trustee. To the extent that the Owner Trustee contracts with other Persons which include or may include the furnishing of reports, notices or correspondence to the Indenture Trustee, the Owner Trustee shall identify such Persons in a written notice to the Indenture Trustee and the Note Insurer. Initially, the Owner Trustee has contracted with the Servicer and the Administrator to assist the Owner Trustee in performing its duties under this Indenture. (c) The Issuer Owner Trustee, the Seller and the Indenture Trustee will punctually perform characterize (i) the assignment of the Receivables by the Transferor to the Seller pursuant to the Transfer and Assignment Agreement as a sale for financial accounting purposes, (ii) the transfer of the Receivables by the Seller to the Owner Trustee pursuant to the Contribution Agreement as a financing for financial accounting purposes, (iii) the Grant of the Receivables by the Owner Trustee under this Indenture as a pledge for federal income tax purposes and as a pledge for financial accounting purposes, and (iv) the Transferor as the owner of the Receivables for federal income tax purposes and the Class A Notes and the Class B Notes as indebtedness of the Transferor for federal income tax purposes. The Owner Trustee and the Seller and, at the direction and with the assistance of the Seller, the Indenture Trustee, will file all required tax returns and associated forms, reports, schedules and supplements thereto in a manner consistent with such characterizations. (d) The Owner Trustee covenants to use its best efforts to pay all taxes or other similar charges levied by any governmental authority with regard to the Trust Property, except to the extent that the validity or amount of its obligations such taxes is contested in good faith, via appropriate proceedings and with adequate reserves established and maintained therefor in accordance with generally accepted accounting principles. (e) The Owner Trustee hereby assumes liability for all liabilities associated with the Trust Property or created under the Transaction Documentsthis Indenture, including properly filing all Financing Statements but not limited to any obligation arising from the breach or inaccuracy of any representation, warranty or covenant of the Owner Trustee set forth herein. Notwithstanding the foregoing, the Owner Trustee has and Continuation Statements required shall have no liability with respect to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied payment of principal and interest on the Notes, except as otherwise provided in connection with any amendmentthis Indenture. (f) Upon the occurrence of a Re-Lie▇▇▇▇ ▇▇igger, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of Owner Trustee may instruct the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice Servicer to take or cause to be taken such action as may, in the judgment of any terminationthe Note Insurer or its counsel, amendment, be necessary to perfect or material change re-perfect the security interests in any Transaction Document to the Rating Agencies. The consent Financed Vehicles in the name of the Indenture Trustee will not by amending the title documents relating to such Financed Vehicles or by such other reasonable means as may, in the judgment of the Note Insurer or its counsel, be required if the Rating Agency Condition is satisfied with respect necessary or prudent. Pursuant to the proposed action. (d) Without derogating from terms of the Grants to Servicing Agreement, the Indenture Trustee under this Indenture and the Servicer shall take or cause to be taken such actions and the rights of Servicer has agreed to reimburse the Indenture Trustee under this Indenturefor all Re-Lie▇▇▇▇ ▇▇penses related to such perfection or re-perfection and to take all action necessary therefor, including the Issuer agrees (i) that it will notpreparation, without the prior consent execution and delivery of the Credit Enhancer and either all such documents as may be requested by the Indenture Trustee or the Holders of Servicer in connection therewith. In addition, as provided in Section 5.05(c) hereof, the Indenture Trustee shall be entitled to be reimbursed for Re-Lie▇▇▇▇ ▇▇penses incurred in connection with taking or causing to be taken such actions, to the extent not less than 51% of paid by the aggregate Outstanding Amount of both Classes, change or waive, or agree Servicer. Pursuant to or otherwise permit any change to or waiver of, the terms of any Collateral (except the Servicing Agreement, on the Closing Date, the Servicer shall grant to the extent otherwise provided Indenture Trustee an irrevocable power of attorney, pursuant to which the Servicer shall appoint the Indenture Trustee as its attorney-in-fact, such appointment being coupled with an interest, to take any and all steps required to be performed by it pursuant to Section 2.29 of the Servicing Agreement including execution of certificates of title or any other documents in the Sale name and Servicing Agreement); and (ii) that any change in stead of the Servicer. Pursuant to the terms of the Servicing Agreement, at any Collateral time a Person other than COAF becomes the Servicer, COAF shall not (A) increase or reduce the amount ofgrant to such successor Servicer, or accelerate or delay the timing ofpromptly after its appointment as such, distributions that are required to be made for the benefit a power of the Noteholders (except attorney as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change described in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstancespreceding sentence.

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person’s material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trusteethis Indenture, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other persons Persons (including, without limitation, the Administrator or the Depositor under the Administration Agreement) to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's ’s Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Depositor and the Administrator to assist the Issuer in performing its duties under the Indenture. The Administrator must at all times be the same Person as the Indenture Trustee. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, any other Operative Agreements to which it is a party and in the Transaction Documentsinstruments and agreements included in the Collateral, including properly but not limited to (i) filing or causing to be filed all Financing Statements UCC financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documentsterms of this Indenture and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement, in accordance with and within the time periods provided for in this Indenture and/or the Sale and Servicing Agreement, as applicable. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided therein, termination, or material change in a Transaction Document. The the Issuer shall not waive, amend, terminatemodify, supplement or otherwise change terminate any Transaction Document Operative Agreement or any provision thereof without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice Holders of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent a majority of the Indenture Trustee will not be required if Outstanding Amount of the Rating Agency Condition is satisfied with respect to the proposed actionNotes. (d) If the Issuer shall have knowledge of the occurrence of an Event of Default under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof in writing, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. (e) As promptly as possible after the giving of notice to the Master Servicer of the termination of the Master Servicer’s rights and powers pursuant to Section 8.3 of the Sale and Servicing Agreement, the Indenture Trustee shall proceed in accordance with Section 8.3 of the Sale and Servicing Agreement. (f) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees (i) agrees that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee Majority Controlling Class Noteholders (i) amend, mo▇▇▇▇, waive, supplement, terminate or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and ) or (ii) that any change in waive timely performance or observance by the terms of any Collateral shall not (A) increase or reduce Depositor under the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding NotesSale and Servicing Agreement. If the Credit Enhancer and either the Indenture Trustee any such amendment, modification, supplement or the requisite percentage of Holders consent waiver shall be so consented to any change in the terms of any Collateralby such Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do soTrustee, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents the Indenture Trustee deems as may be deemed necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their material obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for in the Transaction Documents, or that would change or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants Grant to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesVoting Rights, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Each of the Issuer will and the Co-Issuer shall not take any action (action, and will use commercially reasonable efforts not to permit others any action to take any action) be taken by others, that would release any person Person from any of their material such Person’s covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for Instrument included in the Transaction Documents, or that would change or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under themCollateral, except as expressly provided in the Transaction Documents. The Indenture Trustee, case of enforcement action taken with respect to any Defaulted Collateral Interest in accordance with the provisions hereof and as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementotherwise required hereby. (b) The Issuer may or the Co-Issuer may, with the prior written consent of the Majority of the Notes (or if there are no Notes Outstanding, a Majority of the Preferred Shareholders), contract with other persons Persons, including the Servicer, the Special Servicer, the Note Administrator, the Collateral Manager, or the Trustee, for the performance of actions and obligations to assist it in performing its duties under this Indenturebe performed by the Issuer or the Co-Issuer, as the case may be, hereunder by such Persons and the performance of those duties by a person identified the actions and other obligations with respect to the Indenture Trustee Collateral of the nature set forth in an Officer's Certificate this Indenture. Notwithstanding any such arrangement, the Issuer or the Co-Issuer, as the case may be, shall remain primarily liable with respect thereto. In the event of such contract, the performance of such actions and obligations by such Persons shall be considered deemed to be action taken performance of such actions and obligations by the Issuer or the Co-Issuer; and the Issuer or the Co-Issuer shall punctually perform, and use commercially reasonable efforts to cause the Servicer, the Special Servicer, the Collateral Manager or such other Person to perform, all of their obligations and agreements contained in this Indenture or such other agreement. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if Unless the Rating Agency Condition is satisfied with respect thereto, the Issuer shall maintain the Servicing Agreement in full force and effect so long as any Rated Notes remain Outstanding and shall not terminate the Servicing Agreement with respect to any Collateral Interest except upon the proposed actionsale or other liquidation of such Collateral Interest in accordance with the terms and conditions of this Indenture. (d) Without derogating If the Co-Issuers receive a notice from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this IndentureRating Agencies stating that they are not in compliance with Rule 17g-5, the Issuer agrees (i) that it will not, without Co-Issuers shall take such action as mutually agreed between the prior consent of Co-Issuers and the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waive, or agree Rating Agencies in order to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstancescomply with Rule 17g-5.

Performance of Obligations. (a) The Issuer will not take any action (and will not or permit any action to be taken by others to take any action) that which would release any person Person from any of their material such Person's covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument included in the Transaction DocumentsTrust Estate, or that which would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents or of, any Security Interest granted under themsuch instrument, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementthis Indenture. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenturehereunder, and the any performance of those such duties (other than the execution of Officers' Certificates of the Issuer and Issuer Orders by a person Person identified to the Indenture Trustee in an Officer's Officers' Certificate of the Issuer) shall be considered deemed to be action taken by the Issuer. To the extent that the Issuer contracts with other Persons which include or may include the furnishing of reports, notices or correspondence to the Indenture Trustee or the Note Insurer, the Issuer shall identify such Persons in a written notice to the Indenture Trustee and the Note Insurer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer Issuer, the Seller and the Indenture Trustee will punctually perform all characterize (i) the assignment of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed Receivables by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendmentTransferor to the Seller pursuant to the Transfer and Assignment Agreement as a sale for financial accounting purposes, termination(ii) the transfer of the Receivables by the Seller to the Issuer pursuant to the Contribution Agreement as a financing for financial accounting purposes, provided that the financial statements of the Seller shall indicate that the Receivables are not available to satisfy the claims of the Seller's creditors (except the Issuer or material change in its assignees), (iii) the Grant of the Receivables by the Issuer under this Indenture as a Transaction Documentpledge for federal income tax purposes and as a pledge for financial accounting purposes, and (iv) the Transferor as the owner of the Receivables for federal income tax purposes and the Class A Notes and the Class B Notes as indebtedness of the Transferor for federal income tax purposes. The Issuer and the Seller and, at the direction and with the assistance of the Seller, the Indenture Trustee will file all required tax returns and associated forms, reports, schedules and supplements thereto in a manner consistent with such characterizations. (d) The Issuer covenants to use its best efforts to pay all taxes or other similar charges levied by any governmental authority with regard to the Trust Property, except to the extent that the validity or amount of such taxes is contested in good faith, via appropriate proceedings and with adequate reserves established and maintained therefor in accordance with generally accepted accounting principles. (e) The Issuer hereby assumes liability for all liabilities associated with the Trust Property or created under this Indenture, including but not limited to any obligation arising from the breach or inaccuracy of any representation, warranty or covenant of the Issuer set forth herein. (f) Upon the occurrence of a Re-▇▇▇▇▇▇▇ Trigger, the Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of instruct the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice Servicer to take or cause to be taken such action as may, as directed by and in the judgment of any terminationthe Note Insurer or its counsel, amendment, be necessary to perfect or material change re-perfect the security interests in any Transaction Document to the Rating Agencies. The consent Financed Vehicles in the name of the Indenture Trustee will not by amending the title documents relating to such Financed Vehicles or by such other reasonable means as may, in the judgment of the Note Insurer or its counsel, be required if the Rating Agency Condition is satisfied with respect necessary or prudent. Pursuant to the proposed action. (d) Without derogating from terms of the Grants to Servicing Agreement, the Indenture Trustee under this Indenture and the Servicer shall take or cause to be taken such actions and the rights of Servicer has agreed to reimburse the Indenture Trustee under this Indenturefor all Re-▇▇▇▇▇▇▇ Expenses related to such perfection or re-perfection and to take all action necessary therefor, including the Issuer agrees (i) that it will notpreparation, without the prior consent execution and delivery of the Credit Enhancer and either all such documents as may be requested by the Indenture Trustee or the Holders of Servicer in connection therewith. In addition, as provided in Section 5.05(c) hereof, the Indenture Trustee shall be entitled to be reimbursed for Re-▇▇▇▇▇▇▇ Expenses incurred in connection with taking or causing to be taken such actions, to the extent not less than 51% of paid by the aggregate Outstanding Amount of both Classes, change or waive, or agree Servicer. Pursuant to or otherwise permit any change to or waiver of, the terms of any Collateral (except the Servicing Agreement, on the Closing Date, the Servicer shall grant to the extent otherwise provided Indenture Trustee an irrevocable power of attorney, pursuant to which the Servicer shall appoint the Indenture Trustee as its attorney-in-fact, such appointment being coupled with an interest, to take any and all steps required to be performed by it pursuant to Section 2.27 of the Servicing Agreement including execution of certificates of title or any other documents in the Sale name and Servicing Agreement); and (ii) that any change in stead of the Servicer. Pursuant to the terms of the Servicing Agreement, at any Collateral time a Person other than COAF becomes the Servicer, COAF shall not (A) increase or reduce the amount ofgrant to such successor Servicer, or accelerate or delay the timing ofpromptly after its appointment as such, distributions that are required to be made for the benefit a power of the Noteholders (except attorney as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change described in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstancespreceding sentence.

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their material obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for in the Transaction Documents, or that would change or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. [Unless granted or permitted by the Credit Enhancer, the ,] [T][t]he Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee [and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies]. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants Grant to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees agrees (i) that it will not, without the prior consent of [the Credit Enhancer and and] either the Indenture Trustee or or (i) the Holders of not less than 51% [51]% of the aggregate Outstanding Amount of both ClassesAmount, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If [the Credit Enhancer and and] either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (ai) The Issuer It will not take any action (actions, and will use its best efforts as to any of its Affiliates and its commercially reasonable efforts as to all other Persons not to permit others any action to take any action) be taken, that would release any person Person from any of their such Person’s material covenants or obligations under any of the Transaction Documents, that would create Document or any Security Interests that are not provided for other instrument or agreement included in the Transaction Documents, Trust Assets or that would change result in the amendment, hypothecation, subordination, termination or discharge of or impair the validity or effectiveness of the any such Transaction Documents Document, instrument or any Security Interest granted under them, agreement except as expressly provided in this Agreement or in any such other Transaction Document, instrument or agreement. (ii) If it shall have knowledge of the Transaction Documents. The occurrence of a Termination Event or an Event of Default, it will give the Indenture Trustee, as pledgee each Managing Agent and the Administrative Agent prompt notice of that occurrence. (iii) If a Termination Event shall arise from the Mortgage Loans and an assignee failure of the Issuer's rights either Seller to perform any of its duties or obligations under the Sale and Servicing Agreement may exercise with respect to the Collateral, it will take all reasonable steps available to it to remedy such failure. (iv) It will punctually perform and observe its covenants and agreements contained in, and discharge its obligations arising under, this Agreement and the other Transaction Documents. (v) Without derogating from the absolute nature of the assignment granted to the Issuer and the Indenture Trustee under the Contract Payments Assignment or the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancerhereunder, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) each Seller agrees that it will not, without the prior written consent of the Credit Enhancer and either Issuer, the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classesand each Managing Agent, change or waive, enter into or agree to any amendment, compromise, waiver or otherwise permit any change to surrender of or waiver ofother agreement with the other Seller, the terms of Servicer or any other Person relating to any Collateral (except to the extent otherwise provided in this Agreement and except to the Sale and Servicing Agreement); and (ii) extent that any change in Collateral may be affected by any such compromise, waiver or surrender with respect to the terms NMCI Contract). If any such amendment, compromise, waiver or surrender of any Collateral referred to above shall not (A) increase or reduce be so consented to by the amount ofIssuer, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateraland each Managing Agent, the Issuer each Seller agrees, promptly following a request by the Issuer, Indenture Trustee Trustee, any Managing Agent or the Administrative Agent to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents that the Issuer may deem necessary or appropriate in the circumstance to preserve the rights of the Issuer in the Contract Payments and the rights of the Indenture Trustee deems appropriate under in the circumstancesCollateral.

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their material obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for in the Transaction Documents, or that would change or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding NotesNotes and the Credit Enhancer. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will use commercially reasonable efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person’s material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Trust Fund or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancerthis Indenture, the Issuer may not waive any default by the Master Servicer under the Sale Transfer and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing any other Operative Agreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's ’s Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction DocumentsOperative Agreements, the Note Insurance Agreements and in the instruments and agreements included in the Trust Fund, including properly but not limited to filing or causing to be filed all Financing Statements financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied terms of this Indenture, the Transfer and Servicing Agreement and any other Operative Agreement or Note Insurance Agreement in connection accordance with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without and within the consent of the Indenture Trustee time periods provided for herein and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actiontherein. (d) Without derogating from If a Responsible Officer of the Grants to Owner Trustee shall have written notice or actual knowledge of the occurrence of an Indenture Event of Default under the Transfer and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee under this Indenture or and each Rating Agency thereof. (e) As promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer’s rights and powers pursuant to Section 9.1(a) of the Transfer and Servicing Agreement, the Indenture Trustee under this Indenture, shall proceed in accordance with Section 9.1 and 9.2 of the Transfer and Servicing Agreement. (f) The Issuer agrees: (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% Noteholders representing at least a majority of the then-outstanding Notes by aggregate Outstanding Class Principal Amount of both Classesaffected thereby, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral the Trust Fund or the Operative Agreements (except to the extent otherwise provided in any such Operative Agreement), or waive timely performance or observance by the Sale Master Servicer, the Securities Administrator, the Servicer or the Depositor of their respective duties under the Transfer and Servicing Agreement); and (ii) that any change in the terms of any Collateral such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions payments that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Notes that is required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders Noteholders representing the aforesaid percentage of all the Outstanding Notesthen-outstanding Notes by Class Principal Amount affected thereby. If the Credit Enhancer and either the Indenture Trustee any such amendment, modification, supplement or the requisite percentage of Holders consent waiver shall be so consented to any change in the terms of any Collateralby such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, agrees to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents the Indenture Trustee deems as necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person’s material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trusteethis Indenture, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's ’s Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Trust Administrator pursuant to the Sale and Servicing Agreement to assist the Issuer in performing certain of its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction DocumentsOperative Agreements and in the instruments and agreements included in the Collateral, including properly but not limited to filing or causing to be filed all Financing Statements financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent terms of the this Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change Sale and Servicing Agreement in any Transaction Document to accordance with and within the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actiontime periods provided for herein and therein. (d) If a responsible officer of the Owner Trustee shall have written notice or actual knowledge of the occurrence of an Event of Default under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section [8.01(a)] of the Sale and Servicing Agreement, the Indenture Trustee shall proceed in accordance with Section [8.01] and [8.02] of the Sale and Servicing Agreement (f) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees agrees (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% at least a majority in Outstanding Balance of the aggregate Outstanding Amount of both ClassesNotes affected thereby, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral or the Operative Agreements (except to the extent otherwise provided in any such Operative Agreement), or waive timely performance or observance by the Trust Administrator, Servicer or the Depositor of its respective duties under the Sale and Servicing Agreement); and and (ii) that any change in the terms of any Collateral such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions payments that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Notes that is required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders of all the Outstanding NotesNotes affected thereby. If the Credit Enhancer and either the Indenture Trustee any such amendment, modification, supplement or the requisite percentage of Holders consent waiver shall be so consented to any change in the terms of any Collateralby such Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. Servicing of Trust Student ------------------------------------------------------- Loans. (a) The Issuer will not take any action (and will use its best efforts ----- not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Indenture Trust Estate or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trusteethis Indenture, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted any other Basic Document or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement such other instrument or terminate the Master Servicer under the Sale and Servicing Agreementagreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's Officers' Certificate of the Issuer shall be considered deemed to be action taken by the Issuer; provided, however, the Issuer shall not be liable for any acts of Persons with whom the Issuer has contracted with reasonable care. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. The Issuer shall give written notice to the Indenture Trustee and each Rating Agency of any such contract with any other Person. (c) The Issuer will shall punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction Documentsother Basic Documents and the instruments and agreements included in the Indenture Trust Estate, including properly filing or causing to be filed all Financing Statements UCC financing statements and Continuation Statements continuation statements prepared by the Issuer and required to be filed by the Transaction Documentsterms of this Indenture and the Administration Agreement in accordance with and within the time periods provided for herein and therein. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided therein, termination, or material change in a Transaction Document. The the Issuer shall not waive, amend, terminatemodify, supplement or otherwise change terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee and or the Credit EnhancerNoteholders of at least a majority of the Outstanding Amount of the Notes. The Issuer will provide shall give written notice to each Rating Agency of any terminationsuch waiver, amendment, modification, supplement or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actiontermination. (d) If a Responsible Officer of the Issuer shall have knowledge of the occurrence of a Servicer Default or an Administrator Default under the Servicing Agreement or the Administration Agreement, respectively, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement, or an Administrator Default shall arise from the failure of the Administrator to perform any of its duties or obligations under the Administration Agreement, as the case may be, with respect to the Trust Student Loans, the Issuer shall take all reasonable steps available to it to enforce its rights under the Basic Documents in respect of such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer's rights and powers, pursuant to Section 5.1 of the Servicing Agreement, or to the Administrator of the Administrator's rights and powers, pursuant to Section 5.1 of the Administration Agreement, the Issuer shall appoint a successor servicer (the "Successor Servicer") or a successor administrator (the "Successor Administrator"), respectively, and such Successor Servicer or Successor Administrator, as the case may be, shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer or Successor Adminis- trator has not been appointed and accepted its appointment at the time when the Servicer or Administrator, as the case may be, ceases to act as Servicer or Administrator, respectively, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer or Successor Administrator, as the case may be. The Indenture Trustee may resign as the Servicer or the Administrator by giving written notice of resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer or a new administrator enters into an agreement with the Issuer as provided below; provided, however, that nothing -------- ------- herein shall require or permit the Indenture Trustee to act as Servicer, or otherwise service the Trust Student Loans, in violation of the Higher Education Act. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement or a new administrator as the Successor Administrator under the Administration Agreement, as the case may be. Any Successor Servicer or Successor Administrator, other than the Indenture Trustee, shall (i) be an established institution (A) that satisfies any requirements of the Higher Education Act applicable to servicers and (B) whose regular business includes the servicing or administration of student loans and (ii) enter into a servicing agreement or an administration agreement, respectively, with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement and the Administration Agreement, as applicable. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer or new administrator, as the case may be, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer or Successor Administrator; provided, however, that such right to appoint or to -------- ------- petition for the appointment of any such successor shall in no event relieve the Indenture Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Servicing Agreement or Administration Agreement, as applicable, and in accordance with Section 5.2 of the Servicing Agreement and Section 5.2 of the Administration Agreement, the Issuer shall enter into an agreement with such successor for the servicing or administration of the Trust Student Loans (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed as provided herein to the Servicer's duties as Servicer with respect to the Trust Student Loans, or the Administrator's duties with respect to the Issuer and the Trust Student Loans, as the case may be, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer or the Administrator, as the case may be, and the servicing or administration of the Trust Student Loans. In case the Indenture Trustee shall become successor to the Servicer or the Administrator, the Indenture Trustee shall be entitled to appoint as Servicer or as Administrator, as the case may be, any one of its Affiliates, provided that such appointment shall not affect or alter in any way the liability of the Indenture Trustee as Successor Servicer or Successor Administrator, respectively, in accordance with the terms hereof. (f) Upon any termination of the Servicer's rights and powers pursuant to the Servicing Agreement, or any termination of the Administrator's rights and powers pursuant to the Administration Agreement, as the case may be, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency. As soon as a Successor Servicer or a Successor Administrator is appointed, the Issuer shall notify the Indenture Trustee and each Rating Agency of such appointment, specifying in such notice the name and address of such Successor Servicer or such Successor Administrator. (g) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees (i) agrees that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders Noteholders of not less than 51% of the aggregate at least a majority in Outstanding Amount of both Classesthe Notes, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (or the Basic Documents, except to the extent otherwise provided in the Sale and Servicing Agreement)Basic Documents, or waive timely performance or observance by the Servicer, the Administrator, the Seller, the Student Loan Marketing Association, the Issuer or the Eligible Lender Trustee under the Basic Documents; and provided, however, that no such -------- ------- amendment shall (ii) that any change in the terms of any Collateral shall not (Ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) Noteholders, or (Bii) reduce the aforesaid percentage of the Notes that is which are required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders Noteholders of all the Outstanding Notes. If the Credit Enhancer and either any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateralsuch Noteholders, the Issuer shall give written notice thereof to each Rating Agency and agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person’s material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trusteethis Indenture, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other persons Persons (including, without limitation, the Administrator or the Depositor under the Administration Agreement) to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's ’s Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Depositor and the Administrator to assist the Issuer in performing its duties under the Indenture. The Administrator must at all times be the same Person as the Indenture Trustee. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, any other Operative Agreements to which it is a party and in the Transaction Documentsinstruments and agreements included in the Collateral, including properly but not limited to (i) filing or causing to be filed all Financing Statements UCC financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documentsterms of this Indenture and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement, in accordance with and within the time periods provided for in this Indenture and/or the Sale and Servicing Agreement, as applicable. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided therein, termination, or material change in a Transaction Document. The the Issuer shall not waive, amend, terminatemodify, supplement or otherwise change terminate any Transaction Document Operative Agreement or any provision thereof without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice Holders of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent a majority of the Indenture Trustee will not be required if Outstanding Amount of the Rating Agency Condition is satisfied with respect to the proposed actionNotes. (d) If the Issuer shall have knowledge of the occurrence of an Event of Default under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof in writing, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. (e) As promptly as possible after the giving of notice to the Master Servicer of the termination of the Master Servicer’s rights and powers pursuant to Section 8.3 of the Sale and Servicing Agreement, the Indenture Trustee shall proceed in accordance with Section 8.3 of the Sale and Servicing Agreement. (f) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees (i) agrees that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee Majority Controlling Class Noteholders (i) amend, ▇▇▇▇▇▇, waive, supplement, terminate or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and ) or (ii) that any change in waive timely performance or observance by the terms of any Collateral shall not (A) increase or reduce Depositor under the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding NotesSale and Servicing Agreement. If the Credit Enhancer and either the Indenture Trustee any such amendment, modification, supplement or the requisite percentage of Holders consent waiver shall be so consented to any change in the terms of any Collateralby such Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do soTrustee, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents the Indenture Trustee deems as may be deemed necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person’s material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancerthis Indenture, the Issuer may not waive any default by the Master Servicer under the Sale Transfer and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (ba) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's ’s Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (cb) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction DocumentsOperative Agreements and in the instruments and agreements included in the Collateral, including properly but not limited to filing or causing to be filed all Financing Statements financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied terms of this Indenture and the Transfer and Servicing Agreement in connection accordance with any amendmentand within the time periods provided for herein and therein. (c) If a responsible officer of the Owner Trustee shall have written notice or actual knowledge of the occurrence of an Event of Default under the Transfer and Servicing Agreement, termination, or material change in a Transaction Document. The the Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of promptly notify the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the each Rating Agency Condition is satisfied with respect to the proposed actionthereof. (d) As promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer’s rights and powers pursuant to Section 6.01(a) of the Transfer and Servicing Agreement, the Indenture Trustee shall proceed in accordance with Section 6.01 and 6.02 of the Transfer and Servicing Agreement (e) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees agrees (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% at least a majority in Outstanding Balance or Percentage Interest of the aggregate Outstanding Amount of both ClassesNotes affected thereby, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral or the Operative Agreements (except to the extent otherwise provided in any such Operative Agreement), or waive timely performance or observance by the Sale Master Servicer or the Depositor of its respective duties under the Transfer and Servicing Agreement); and and (ii) that any change in the terms of any Collateral such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions payments that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Notes that is required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders of all the Outstanding NotesNotes affected thereby. If the Credit Enhancer and either any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateralsuch Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their Grantor shall perform all material obligations under any and all Leases. If any of the Transaction Documentsacts described in this Section are done without the written consent of Beneficiary, that would create any Security Interests that are not provided for in at the Transaction Documentsoption of Beneficiary, they shall be of no force or that would change or impair the validity or effectiveness effect and shall constitute a default under this Deed of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing AgreementTrust. (b) The Issuer may contract with other persons Upon request of Beneficiary, Grantor agrees to assist it in performing its duties under this Indenture, and furnish Beneficiary executed copies of all future Leases entered into which affect the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the IssuerProperty. (c) The Issuer will punctually perform Grantor shall not, without the express written consent of Beneficiary, (i) enter into or extend any Lease unless the Lease complies with the Leasing Guidelines which are attached to this Deed of Trust as Exhibit B (provided, however, that the foregoing shall not prohibit Grantor from allowing the extension of any Leases pursuant to any extension options existing under the Existing Leases or Leases hereafter entered into in accordance with the terms hereof), or (ii) cancel or terminate any Leases or accept a surrender of any Leases except in the case of a default unless Grantor has entered into new Leases covering all of its obligations the premises of the Leases being terminated or surrendered or unless specifically permitted under any Existing Leases or Leases hereafter entered into in accordance with the terms hereof, or (iii) modify or amend any Leases in any material way or reduce the rent (unless any such Lease following such modification, amendment or reduction shall remain in compliance with the Leasing Guidelines), or (iv) unless the tenants remain liable under the Transaction DocumentsLeases, including properly filing all Financing Statements and Continuation Statements required consent to be filed by an assignment of the Transaction Documents. The Rating Agency Condition must be satisfied in connection with tenant’s interest or to a subletting of any amendment, terminationof the Leases, or material change (v) accept payment of advance rents in an amount in excess of one month’s rent under any Lease. In the event that (i) Grantor has delivered to Beneficiary a Transaction Document. The Issuer shall not amend, terminate, written request for Beneficiary’s approval of a Lease or otherwise change any Transaction Document without the consent other leasing matter together with a summary of the Indenture Trustee business terms of such Lease or other leasing matter by a method which provides evidence of delivery, such as certified mail or a recognized national overnight delivery service, (ii) Beneficiary has failed to respond to such request within five (5) business days after Beneficiary’s receipt of such request, and (iii) Grantor has delivered to Beneficiary a second copy of such request by such a method, then, if Beneficiary has failed to respond to such second request within five (5) business days after Beneficiary’s receipt of such request, such request shall be deemed approved, provided that each such request included a legend prominently displayed at the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent top of the Indenture Trustee will first page thereof in solid capital letters in bold face type of a font size not be required if the Rating Agency Condition is satisfied with respect to the proposed actionless than twelve (12) as follows: “WARNING: PURSUANT TO SECTION 53 OF THE DEED OF TRUST, YOU WILL BE DEEMED TO HAVE APPROVED THIS REQUEST IF YOU DO NOT RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT.” (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will Grantor shall not, without the prior express written consent of Beneficiary enter into any options to purchase the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstancesProperty.

Performance of Obligations. Servicing of Trust Student ------------------------------------------------------ Loans. (a) The Issuer will not take any action (and will use its best efforts not ----- to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Indenture Trust Estate or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trusteethis Indenture, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted any other Basic Document or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement such other instrument or terminate the Master Servicer under the Sale and Servicing Agreementagreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's Officers' Certificate of the Issuer shall be considered deemed to be action taken by the Issuer; provided, however, the Issuer shall not be liable for any acts of Persons with whom the Issuer has contracted with reasonable care. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. The Issuer shall give written notice to the Indenture Trustee and each Rating Agency of any such contract with any other Person. (c) The Issuer will shall punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction Documentsother Basic Documents and the instruments and agreements included in the Indenture Trust Estate, including properly filing or causing to be filed all Financing Statements UCC financing statements and Continuation Statements continuation statements prepared by the Issuer and required to be filed by the Transaction Documentsterms of this Indenture and the Administration Agreement in accordance with and within the time periods provided for herein and therein. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided therein, termination, or material change in a Transaction Document. The the Issuer shall not waive, amend, terminatemodify, supplement or otherwise change terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee and or the Credit EnhancerNoteholders of at least a majority of the Outstanding Amount of the Notes. The Issuer will provide shall give written notice to each Rating Agency of any terminationsuch waiver, amendment, modification, supplement or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actiontermination. (d) If a Responsible Officer of the Issuer shall have knowledge of the occurrence of a Servicer Default or an Administrator Default under the Servicing Agreement or the Administration Agreement, respectively, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement, or an Administrator Default shall arise from the failure of the Administrator to perform any of its duties or obligations under the Administration Agreement, as the case may be, with respect to the Trust Student Loans, the Issuer shall take all reasonable steps available to it to enforce its rights under the Basic Documents in respect of such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer's rights and powers, pursuant to Section 5.1 of the Servicing Agreement, or to the Administrator of the Administrator's rights and powers, pursuant to Section 5.1 of the Administration Agreement, the Issuer shall appoint a successor servicer (the "Successor Servicer") or a successor administrator (the "Successor Administrator"), respectively, and such Successor Servicer or Successor Adminis- trator, as the case may be, shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer or Successor Administrator has not been appointed and accepted its appointment at the time when the Servicer or Administrator, as the case may be, ceases to act as Servicer or Administrator, respectively, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer or Successor Administrator, as the case may be. The Indenture Trustee may resign as the Servicer or the Administrator by giving written notice of resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer or a new administrator enters into an agreement with the Issuer as provided below; provided, however, that nothing herein shall require or permit the Indenture -------- ------- Trustee to act as Servicer, or otherwise service the Trust Student Loans, in violation of the Higher Education Act. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement or a new administrator as the Successor Administrator under the Administration Agreement, as the case may be. Any Successor Servicer or Successor Administrator, other than the Indenture Trustee, shall (i) be an established institution (A) that satisfies any requirements of the Higher Education Act applicable to servicers and (B) whose regular business includes the servicing or administration of student loans and (ii) enter into a servicing agreement or an administration agreement, respectively, with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement and the Administration Agreement, as applicable. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer or new administrator, as the case may be, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer or Successor Administrator; provided, however, -------- ------- that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the Indenture Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Servicing Agreement or Administration Agreement, as applicable, and in accordance with Section 5.2 of the Servicing Agreement and Section 5.2 of the Administration Agreement, the Issuer shall enter into an agreement with such successor for the servicing or administration of the Trust Student Loans (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed as provided herein to the Servicer's duties as Servicer with respect to the Trust Student Loans, or the Administrator's duties with respect to the Issuer and the Trust Student Loans, as the case may be, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer or the Administrator, as the case may be, and the servicing or administration of the Trust Student Loans. In case the Indenture Trustee shall become successor to the Servicer or the Administrator, the Indenture Trustee shall be entitled to appoint as Servicer or as Administrator, as the case may be, any one of its Affiliates, provided that such appointment shall not affect or alter in any way the liability of the Indenture Trustee as Successor Servicer or Successor Administrator, respectively, in accordance with the terms hereof. (f) Upon any termination of the Servicer's rights and powers pursuant to the Servicing Agreement, or any termination of the Administrator's rights and powers pursuant to the Administration Agreement, as the case may be, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency. As soon as a Successor Servicer or a Successor Administrator is appointed, the Issuer shall notify the Indenture Trustee and each Rating Agency of such appointment, specifying in such notice the name and address of such Successor Servicer or such Successor Administrator. (g) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees (i) agrees that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders Noteholders of not less than 51% of the aggregate at least a majority in Outstanding Amount of both Classesthe Notes, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (or the Basic Documents, except to the extent otherwise provided in the Sale and Servicing Agreement)Basic Documents, or waive timely performance or observance by the Servicer, the Administrator, the Seller, the Student Loan Marketing Association, the Issuer or the Eligible Lender Trustee under the Basic Documents; and provided, however, that no such amendment shall (iii) that any change in the terms of any Collateral shall not (A) -------- ------- increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) Noteholders, or (Bii) reduce the aforesaid percentage of the Notes that is which are required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders Noteholders of all the Outstanding Notes. If the Credit Enhancer and either any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateralsuch Noteholders, the Issuer shall give written notice thereof to each Rating Agency and agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer Trust -------------------------- will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancerthis Indenture, the Issuer may not waive any default by Security Documents, the Master Servicer under the Sale and Servicing Arena Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer Trust may contract with or otherwise obtain the assistance of other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer Trust shall be considered deemed to be action taken by the IssuerIssuer Trust. (c) The Issuer Trust will punctually perform and observe all of its obligations and agreements contained in this Indenture, in the Basic Documents and in the instruments and agreements included in the Collateral. (d) If the Issuer Trust shall have knowledge of the occurrence of an Event of Default under the Transaction DocumentsSale and Servicing Agreement, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer Trust shall not amend, terminate, or otherwise change any Transaction Document without the consent of promptly notify the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition thereof in writing, and shall specify in such notice the action, if any, the Issuer Trust is satisfied taking with respect to curing such default. If such an Event of Default shall arise from the proposed actionfailure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement, the Issuer Trust shall take all reasonable steps available to it to remedy such failure. (de) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees Trust agrees (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee Trustee, amend, modify, waive, supplement, terminate or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (except to the extent otherwise provided in the Security Documents to which it is a party and the Sale and Servicing Agreement)) or waive timely performance or observance by the Servicer or the Transferor of their respective obligations under the Sale and Servicing Agreement; and and (ii) that any change in the terms of any Collateral such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions payments that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)the extent otherwise provided in the Security Agreement [Indenture Trustee] and the Sale and Servicing Agreement) or (B) reduce the aforesaid percentage of the Notes that is required to consent to any change in the terms of any Collateral such amendment, without the consent of all of the Holders of all the Outstanding NotesNoteholders. If the Credit Enhancer and either any such amendment, modification, supplement or waiver shall so be consented to by the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any CollateralTrustee, the Issuer Trust agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances. Notice of any such amendment, modification, supplement or waiver shall be delivered by the Issuer Trust to the Rating Agency.

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their material obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for in the Transaction Documents, or that would change or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Except as provided in Section 9.01, the Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classesthe Notes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. (c) The Issuer will not take any action (and will not or permit any action to be taken by others to take any action) that which would release any person Person from any of their material such Person's covenants or obligations under any of the Transaction Documents, that would create documents relating to the Mortgage Loans or under any Security Interests that are not provided for instrument included in the Transaction DocumentsTrust Estate, or that which would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the Transaction Documents documents relating to the Mortgage Loans or any Security Interest granted under themsuch instrument, except such actions as the Servicer is expressly provided permitted to take in the Transaction DocumentsSale and Servicing Agreement. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may Agreement, shall be entitled to exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. So long as any Event of Servicer Default shall be continuing under the Sale and Servicing Agreement, the Indenture Trustee, with the consent of the Note Insurer, may exercise the remedies set forth in Section 10.01 of the Sale and Servicing Agreement. Unless granted or permitted by the Credit EnhancerNote Insurer or the Holders of the Notes to the extent provided in the Sale and Servicing Agreement, the Issuer may not waive any default by the Master such Event of Servicer under the Sale and Servicing Agreement Default or terminate the Master rights and powers of the Servicer under the Sale and Servicing Agreement. (bd) The Issuer may contract retain an administrator and may enter into contracts with other persons to assist it in performing its duties under this Indenture, and Persons for the performance of those duties the Issuer's obligations hereunder, and performance of such obligations by a person identified to the Indenture Trustee in an Officer's Certificate such Persons shall be considered deemed to be action taken performance of such obligations by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person’s material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trusteethis Indenture, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Owner Trust Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, any Indenture Supplement, the Master Owner Trust Agreement and in the instruments and agreements relating to the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Master Owner Trust Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided herein or therein, the Issuer shall not waive, amend, modify, supplement or terminate this Indenture, any Indenture Supplement or the Master Owner Trust Agreement or any provision thereof without the consent of the Holders of a majority of the Outstanding Amount of the Notes of each adversely affected series or class. The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's ’s Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees agrees (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate and a majority in Outstanding Amount of both Classesthe Notes of each affected series or class, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale Issuer Documents), or waive timely performance or observance by the Servicer of its obligations under the Pooling and Servicing Agreement); and and (ii) that any change in the terms of any Collateral such amendment, modification, waiver, supplement, termination or surrender shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Dealer Notes or distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Notes that is required to consent to any change in the terms of any Collateral such amendment, modification, waiver, supplement, termination or surrender without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee any such amendment, modification, waiver, supplement, termination or the requisite percentage of Holders consent surrender shall be so consented to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do soand such Noteholders, the Issuer agrees to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents the Indenture Trustee deems as are necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer will shall not take any action (and will shall use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Trust Estate or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in this Indenture and the other Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's Certificate shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will shall punctually perform and observe all of its obligations under and agreements contained in this Indenture, the other Transaction DocumentsDocuments and the instruments and agreements included in the Trust Estate, including properly including, but not limited to, filing or causing to be filed all Financing Statements financing statements and Continuation Statements continuation statements required to be filed under the Relevant UCC by the Transaction Documentsterms of this Indenture and the Servicing Agreement in accordance with and within the time periods provided for herein and therein. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided therein, termination, or material change in a Transaction Document. The the Issuer shall not waive, amend, terminatemodify, supplement or otherwise change terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee and Trustee, the Credit Enhancer. The Issuer will provide notice of any termination, amendment, Insurer or material change in any Transaction Document to the Rating Agencies. The consent Noteholders evidencing not less than 51% of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actionNote Balance. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination under the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee, the Insurer and the Rating Agencies thereof and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer and Back-Up Servicer of the Servicer's rights and powers pursuant to Section 5.2 of the Servicing Agreement, the Issuer shall (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 5.2 of the Servicing Agreement) appoint a successor servicer acceptable to the Insurer (the "SUCCESSOR SERVICER"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Insurer (provided that no Insurer Default shall have occurred and be continuing). In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall automatically be appointed the Successor Servicer. In its role as Successor Servicer, ▇▇▇▇▇ Fargo Bank Minnesota, National Association its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the Successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer including the original Servicer. Notwithstanding any other provision in the Transaction Documents to the contrary, should the Back-Up Servicer by any means become Successor Servicer, the Back-Up Servicer shall not inherit any of the indemnification obligations of any prior servicer including the original Servicer. The indemnification obligations of the Back-Up Servicer, upon becoming Successor Servicer are expressly limited to those instances of gross negligence or willful misconduct on behalf of the Back-Up Servicer in its role as Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and the Insurer (provided that no Insurer Default shall have occurred and be continuing) and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer acceptable to the Insurer enters into a Servicing Agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (A) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sale contracts and (B) enter into a Servicing Agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer and (C) shall otherwise be an Eligible Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Servicing Agreement, and, in accordance with Section 2.1 of the Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Contracts (such agreement to be in form and substance satisfactory to the Indenture Trustee and the Insurer (provided that no Insurer Default shall have occurred and be continuing) or if an Insurer Default has occurred and is continuing, such agreement has been consented to by the Noteholders evidencing not less than 51% of the Class A Note Balance). If the Indenture Trustee shall succeed to the Servicer's duties as servicer of the Contracts as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of ARTICLE VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Contracts. In case the Indenture Trustee shall become successor to the Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to subservice any and all of its duties and responsibilities hereunder; PROVIDED, HOWEVER, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such subservicer in such capacity as Successor Servicer. (f) Upon any termination of the Servicer's rights and powers pursuant to Section 5.2 of the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and the Insurer of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Indenture Trustee and the Insurer of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees (i) that it will shall not, without the prior written consent of the Credit Enhancer and either Insurer (if no Insurer Default shall have occurred an be continuing), the Indenture Trustee or and the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesClass A Note Balance, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, waiver, supplement, termination or otherwise permit any change to or waiver surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee Agreement or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstancesother Transaction Documents).

Performance of Obligations. (a) The Issuer will not take any action (punctually perform and will not permit others to take any action) that would release any person from any observe all of their material its obligations under any of and agreements contained in this Indenture, the Transaction Documents, that would create any Security Interests that are not provided for Basic Documents and in the Transaction Documents, or that would change or impair instruments and agreements included in the validity or effectiveness of the Transaction Documents or any Security Interest granted under them, except Indenture Trust Estate. Except as otherwise expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancertherein, the Issuer may shall not waive any default by the Master Servicer under the Sale and Servicing Agreement waive, amend, modify, supplement or terminate any Basic Document, without the Master Servicer under consent of the Sale and Servicing AgreementIndenture Trustee or the Holders of at least a majority of the Security Balances of the Notes. Upon the taking of any such action with respect to any Basic Document the Issuer shall give written notice thereof to the Rating Agencies. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the performance any perfor- mance of those such duties by a person Person identified to the Indenture ▇▇▇▇nture Trustee in an Officer's Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has con- tracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform all not take any action or permit any action to be taken by others which would release any Person from any of its such Person's covenants or obligations under any of the Transaction Documentsdocuments relating to the Series 1997-1 Participation Interest or under any instrument included in the Indenture Trust Estate, including properly filing all Financing Statements and Continuation Statements required to be filed by or which would result in the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, terminationhypothecation, subordination, termination or discharge of, or material change in a Transaction Document. The Issuer shall not amendimpair the validity or effectiveness of, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document documents relating to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actionSeries 1997-1 Participation Interest or any such instrument. (d) Without derogating from The Issuer shall at all times retain an Administrator and may enter into contracts with other Persons for the Grants to the Indenture Trustee under this Indenture or the rights performance of the Indenture Trustee under this IndentureIssuer's obligations hereunder, the Issuer agrees (i) that it will not, without the prior consent and perfor- mance of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral such obligations by such Persons shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required be ▇▇▇▇ed to be made for the benefit performance of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request such obligations by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstancesIssuer.

Performance of Obligations. (a) The Each of the Issuer will and the Co-Issuer shall not take any action (action, and will use commercially reasonable efforts not to permit others any action to take any action) be taken by others, that would release any person Person from any of their material such Person’s covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument included in the Transaction Documents, or that would change or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under themCollateral, except as expressly provided in the Transaction Documents. The Indenture Trustee, case of enforcement action taken with respect to any Defaulted Mortgage Loan in accordance with the provisions hereof and as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementotherwise required hereby. (b) The Issuer may or the Co-Issuer may, with the prior written consent of the Majority of the Notes (or if there are no Notes Outstanding, a Majority of Preferred Shareholders), contract with other persons Persons, including the Collateral Manager or the Trustee, for the performance of actions and obligations to assist it in performing its duties under this Indenturebe performed by the Issuer or the Co-Issuer, as the case may be, hereunder by such Persons and the performance of those duties by a person identified the actions and other obligations with respect to the Indenture Trustee Collateral of the nature set forth in an Officer's Certificate the Collateral Management Agreement by the Collateral Manager. Notwithstanding any such arrangement, the Issuer or the Co-Issuer, as the case may be, shall remain primarily liable with respect thereto. In the event of such contract, the performance of such actions and obligations by such Persons shall be considered deemed to be action taken performance of such actions and obligations by the Issuer or the Co-Issuer; and the Issuer or the Co-Issuer shall punctually perform, and use commercially reasonable efforts to cause the Collateral Manager or such other Person to perform, all of their obligations and agreements contained in the Collateral Management Agreement or such other agreement. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if Unless the Rating Agency Condition is satisfied with respect thereto, the Issuer shall maintain the Servicing Agreement in full force and effect so long as any Notes remain Outstanding and shall not terminate the Servicing Agreement with respect to any Mortgage Loan except upon the proposed actionsale or other liquidation of such Mortgage Loan in accordance with the terms and conditions of this Indenture. (d) Without derogating If the Co-Issuers receive a notice from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this IndentureRating Agency stating that they are not in compliance with Rule 17g-5, the Issuer agrees (i) that it will not, without Co-Issuers shall take such action as mutually agreed between the prior consent of Co-Issuers and the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waive, or agree Rating Agency in order to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstancescomply with Rule 17g-5.

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trusteethis Indenture, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Trust Administrator pursuant to the Sale and Servicing Agreement to assist the Issuer in performing certain of its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction DocumentsOperative Agreements and in the instruments and agreements included in the Collateral, including properly but not limited to filing or causing to be filed all Financing Statements financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent terms of the this Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change Sale and Servicing Agreement in any Transaction Document to accordance with and within the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actiontime periods provided for herein and therein. (d) If a responsible officer of the Owner Trustee shall have written notice or actual knowledge of the occurrence of an Event of Default under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. (e) As promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer's rights and powers pursuant to Section 8.01(a) of the Sale and Servicing Agreement, the Indenture Trustee shall proceed in accordance with Section 8.01 and 8.02 of the Sale and Servicing Agreement. (f) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees agrees (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% at least a majority in Outstanding Balance of the aggregate Outstanding Amount of both ClassesNotes affected thereby, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral or the Operative Agreements (except to the extent otherwise provided in any such Operative Agreement), or waive timely performance or observance by the Trust Administrator, Master Servicer or the Depositor of its respective duties under the Sale and Servicing Agreement); and and (ii) that any change in the terms of any Collateral such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions payments that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Notes that is required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders of all the Outstanding NotesNotes affected thereby. If the Credit Enhancer and either the Indenture Trustee any such amendment, modification, supplement or the requisite percentage of Holders consent waiver shall be so consented to any change in the terms of any Collateralby such Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. Receivables Acquisition --------------------------------------------------- Agreement. --------- (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, any Supplement, the Notes, the Note Agreement and the Receivables Acquisition Agreement. (b) The Issuer will not take any action (and will not or permit any action to be taken by others to take any action) that which would release any person Person from any of their material such Person's covenants or obligations under any Contract or any other instrument included in the Trust Estate other than any such release occasioned by the early termination of a Contract after receipt of the Transaction DocumentsPrepayment Amount, that or which would create any Security Interests that are not provided for result in the Transaction Documentsamendment, hypothecation, subordination, termination, or that would change discharge of, or impair the validity or effectiveness of the Transaction Documents of, any Contract or any Security Interest granted under themsuch other instrument, except as expressly provided in this Indenture or the Transaction DocumentsReceivables Acquisition Agreement. (c) The Issuer will clearly ▇▇▇▇ its books and records to reflect each assignment and transfer of a Contract and the Vehicle subject thereto from the Originator. (d) The Issuer will reply to all inquiries by third parties with respect to the transactions contemplated by the Receivables Acquisition Agreement by indicating that the Originator has assigned and transferred to it the Contracts and the Originator's right, title and interest in and to the related Vehicles. (e) If any Authorized Officer shall have knowledge of the occurrence of a default under the Receivables Acquisition Agreement, the Issuer shall promptly notify the Indenture Trustee and the Noteholders thereof, and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. The Unless consented to by the Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by under or amend the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Receivables Acquisition Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Trust Estate or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The this Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement such other instrument or terminate the Master Servicer under the Sale and Servicing Agreementagreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction DocumentsBasic Documents and in the instruments and agreements included in the Trust Estate, including properly but not limited to filing or causing to be filed all Financing Statements UCC financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documentsterms of this Indenture and the Trust Agreement in accordance with and within the time periods provided for herein and therein. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided therein, termination, or material change in a Transaction Document. The the Issuer shall not waive, amend, terminatemodify, supplement or otherwise change terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee and or the Credit Enhancer. The Issuer will provide notice Holders of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent at least a majority of the Indenture Trustee will not be required if Outstanding Amount of the Rating Agency Condition is satisfied with respect to the proposed actionNotes. (d) If the Issuer shall have knowledge of the occurrence of a Default, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. (e) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees agrees (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate at least a majority in Outstanding Amount of both Classesthe Notes, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale Trust Agreement) or the Basic Documents, or waive timely performance or observance by the Company under the Trust Agreement; and Servicing Agreement); and (ii) that any change in the terms of any Collateral such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Notes that is required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateralsuch Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will not permit others to take any action) that would release any person from any of their material obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for in the Transaction Documents, or that would change or impair the validity or effectiveness of the Transaction Documents or any Security Interest granted under them, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's ’s rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreement. (b) The Issuer may contract with other persons to assist it in performing its duties under this Indenture, and the performance of those duties by a person identified to the Indenture Trustee in an Officer's ’s Certificate shall be considered to be action taken by the Issuer. (c) The Issuer will punctually perform all of its obligations under the Transaction Documents, including properly filing all Financing Statements and Continuation Statements required to be filed by the Transaction Documents. The Except as provided in Section 9.01, the Rating Agency Condition must be satisfied in connection with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without the consent of the Indenture Trustee and the Credit EnhancerTrustee. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed action. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the Issuer agrees (i) that it will not, without the prior consent of the Credit Enhancer and either the Indenture Trustee or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent consents to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Trust Property or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted Basic Documents or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement such other instrument or terminate the Master Servicer under the Sale and Servicing Agreementagreement. (b) The Issuer may contract with or otherwise obtain the assistance of other persons Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties and obligations under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's Certificate shall be considered deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Administrator. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction Documentsother Basic Documents and in the instruments and agreements included in the Trust Property, including properly but not limited to filing or causing to be filed all Financing Statements UCC financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documentsterms of this Indenture and the Sale and Assignment Agreement in accordance with and within the time periods provided for herein and therein. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided therein, termination, or material change in a Transaction Document. The the Issuer shall not waive, amend, terminatemodify, supplement or otherwise change terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee and the Credit Enhancer. The Issuer will provide notice Holders of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent at least a majority of the Indenture Trustee will not be required if Outstanding Amount of the Rating Agency Condition is satisfied with respect to the proposed actionHighest Priority Class. (d) Without derogating from the Grants to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenture, the The Issuer agrees (i) agrees that it will not, without not waive timely performance or observance by the prior consent Seller of its respective duties under the Credit Enhancer and either the Indenture Trustee or Basic Documents if any such waiver would adversely affect the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waive, or agree to or otherwise permit any change to or waiver of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement); and (ii) that any change in the terms of any Collateral shall not (A) increase or reduce the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the percentage of the Notes that is required to consent to any change in the terms of any Collateral without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateral, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any documents the Indenture Trustee deems appropriate under the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will use commercially reasonable efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person’s material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Trust Fund or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trustee, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancerthis Indenture, the Issuer may not waive any default by the Master Servicer under the Sale Transfer and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing any other Operative Agreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's ’s Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction DocumentsOperative Agreements and in the instruments and agreements included in the Trust Fund, including properly but not limited to filing or causing to be filed all Financing Statements financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documents. The Rating Agency Condition must be satisfied terms of this Indenture, the Transfer and Servicing Agreement and any other Operative Agreement in connection accordance with any amendment, termination, or material change in a Transaction Document. The Issuer shall not amend, terminate, or otherwise change any Transaction Document without and within the consent of the Indenture Trustee time periods provided for herein and the Credit Enhancer. The Issuer will provide notice of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actiontherein. (d) Without derogating from If a Responsible Officer of the Grants to Owner Trustee shall have written notice or actual knowledge of the occurrence of an Indenture Event of Default under the Transfer and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee under this Indenture or and each Rating Agency thereof. (e) As promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer’s rights and powers pursuant to Section 9.1(a) of the Transfer and Servicing Agreement, the Indenture Trustee under this Indenture, shall proceed in accordance with Section 9.1 and 9.2 of the Transfer and Servicing Agreement. (f) The Issuer agrees: (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee Trustee, or the Holders of not less than 51% Noteholders representing at least a majority of the then-outstanding Notes by aggregate Outstanding Class Principal Amount of both Classesaffected thereby, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral the Trust Fund or the Operative Agreements (except to the extent otherwise provided in any such Operative Agreement), or waive timely performance or observance by the Sale Master Servicer, the Securities Administrator, the Servicer or the Depositor of their respective duties under the Transfer and Servicing Agreement); and (ii) that any change in the terms of any Collateral such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions payments that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Notes that is required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders Noteholders representing the aforesaid percentage of all the Outstanding Notesthen-outstanding Notes by Class Principal Amount affected thereby. If the Credit Enhancer and either any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateralsuch Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, agrees to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. Servicing of Trust Student ------------------------------------------------------ Loans. (a) The Issuer will not take any action (and will use its best efforts not ----- to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Indenture Trust Estate or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trusteethis Indenture, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted any other Basic Document or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement such other instrument or terminate the Master Servicer under the Sale and Servicing Agreementagreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's Officers' Certificate of the Issuer shall be considered deemed to be action taken by the Issuer; provided, however, the Issuer shall not be liable for any acts of Persons with whom the Issuer has contracted with reasonable care. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. The Issuer shall give written notice to the Indenture Trustee and each Rating Agency of any such contract with any other Person. (c) The Issuer will shall punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction Documentsother Basic Documents and the instruments and agreements included in the Indenture Trust Estate, including properly filing or causing to be filed all Financing Statements UCC financing statements and Continuation Statements continuation statements prepared by the Issuer and required to be filed by the Transaction Documentsterms of this Indenture and the Administration Agreement in accordance with and within the time periods provided for herein and therein. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided therein, termination, or material change in a Transaction Document. The the Issuer shall not waive, amend, terminatemodify, supplement or otherwise change terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee and or the Credit EnhancerNoteholders of at least a majority of the Outstanding Amount of the Notes. The Issuer will provide shall give written notice to each Rating Agency of any terminationsuch waiver, amendment, modification, supplement or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actiontermination. (d) If a Responsible Officer of the Issuer shall have knowledge of the occurrence of a Servicer Default or an Administrator Default under the Servicing Agreement or the Administration Agreement, respectively, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement, or an Administrator Default shall arise from the failure of the Administrator to perform any of its duties or obligations under the Administration Agreement, as the case may be, with respect to the Trust Student Loans, the Issuer shall take all reasonable steps available to it to enforce its rights under the Basic Documents in respect of such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer's rights and powers, pursuant to Section 5.1 of the Servicing Agreement, or to the Administrator of the Administrator's rights and powers, pursuant to Section 5.1 of the Administration Agreement, the Issuer shall appoint a successor servicer (the "Successor Servicer") or a successor administrator (the "Successor Administrator"), respectively, and such Successor Servicer or Successor Administrator, as the case may be, shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer or Successor Administrator has not been appointed and accepted its appointment at the time when the Servicer or Administrator, as the case may be, ceases to act as Servicer or Administrator, respectively, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer or Successor Administrator, as the case may be. The Indenture Trustee may resign as the Servicer or the Administrator by giving written notice of resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer or a new administrator enters into an agreement with the Issuer as provided below; provided, however, that nothing herein shall -------- ------- require or permit the Indenture Trustee to act as Servicer, or otherwise service the Trust Student Loans, in violation of the Higher Education Act. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement or a new administrator as the Successor Administrator under the Administration Agreement, as the case may be. Any Successor Servicer or Successor Administrator, other than the Indenture Trustee, shall (i) be an established institution (A) that satisfies any requirements of the Higher Education Act applicable to servicers and (B) whose regular business includes the servicing or administration of student loans and (ii) enter into a servicing agreement or an administration agreement, respectively, with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement and the Administration Agreement, as applicable. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer or new administrator, as the case may be, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer or Successor Administrator; provided, however, that such right to appoint or to -------- ------- petition for the appointment of any such successor shall in no event relieve the Indenture Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Servicing Agreement or Administration Agreement, as applicable, and in accordance with Section 5.2 of the Servicing Agreement and Section 5.2 of the Administration Agreement, the Issuer shall enter into an agreement with such successor for the servicing or administration of the Trust Student Loans (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed as provided herein to the Servicer's duties as Servicer with respect to the Trust Student Loans, or the Administrator's duties with respect to the Issuer and the Trust Student Loans, as the case may be, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer or the Administrator, as the case may be, and the servicing or administration of the Trust Student Loans. In case the Indenture Trustee shall become successor to the Servicer or the Administrator, the Indenture Trustee shall be entitled to appoint as Servicer or as Administrator, as the case may be, any one of its Affiliates, provided that such appointment shall not affect or alter in any way the liability of the Indenture Trustee as Successor Servicer or Successor Administrator, respectively, in accordance with the terms hereof. (f) Upon any termination of the Servicer's rights and powers pursuant to the Servicing Agreement, or any termination of the Administrator's rights and powers pursuant to the Administration Agreement, as the case may be, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency. As soon as a Successor Servicer or a Successor Administrator is appointed, the Issuer shall notify the Indenture Trustee and each Rating Agency of such appointment, specifying in such notice the name and address of such Successor Servicer or such Successor Administrator. (g) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees (i) agrees that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders Noteholders of not less than 51% of the aggregate at least a majority in Outstanding Amount of both Classesthe Notes, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (or the Basic Documents, except to the extent otherwise provided in the Sale and Servicing Agreement)Basic Documents, or waive timely performance or observance by the Servicer, the Administrator, the Seller, the Student Loan Marketing Association, the Issuer or the Eligible Lender Trustee under the Basic Documents; and provided, however, that no such amendment shall (iii) that any change in the terms of any Collateral shall not (A) -------- ------- increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) Noteholders, or (Bii) reduce the aforesaid percentage of the Notes that is which are required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders Noteholders of all the Outstanding Notes. If the Credit Enhancer and either any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateralsuch Noteholders, the Issuer shall give written notice thereof to each Rating Agency and agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. Servicing of Trust Student ------------------------------------------------------ Loans. (a) The Issuer will not take any action (and will use its best efforts ----- not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Indenture Trust Estate or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trusteethis Indenture, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted any other Basic Document or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement such other instrument or terminate the Master Servicer under the Sale and Servicing Agreementagreement. (b) The Issuer may contract with other persons Persons to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee in an Officer's Officers' Certificate of the Issuer shall be considered deemed to be action taken by the Issuer; provided, however, the Issuer shall not be liable for any acts of Persons with whom the Issuer has contracted with reasonable care. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. The Issuer shall give written notice to the Indenture Trustee and each Rating Agency of any such contract with any other Person. (c) The Issuer will shall punctually perform and observe all of its obligations under and agreements contained in this Indenture, the Transaction Documentsother Basic Documents and the instruments and agreements included in the Indenture Trust Estate, including properly filing or causing to be filed all Financing Statements UCC financing statements and Continuation Statements continuation statements prepared by the Issuer and required to be filed by the Transaction Documentsterms of this Indenture and the Administration Agreement in accordance with and within the time periods provided for herein and therein. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided therein, termination, or material change in a Transaction Document. The the Issuer shall not waive, amend, terminatemodify, supplement or otherwise change terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee and or the Credit EnhancerNoteholders of at least a majority of the Outstanding Amount of the Notes. The Issuer will provide shall give written notice to each Rating Agency of any terminationsuch waiver, amendment, modification, supplement or material change in any Transaction Document to the Rating Agencies. The consent of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actiontermination. (d) If a Responsible Officer of the Issuer shall have knowledge of the occurrence of a Servicer Default or an Administrator Default under the Servicing Agreement or the Administration Agreement, respectively, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement, or an Administrator Default shall arise from the failure of the Administrator to perform any of its duties or obligations under the Administration Agreement, as the case may be, with respect to the Trust Student Loans, the Issuer shall take all reasonable steps available to it to enforce its rights under the Basic Documents in respect of such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer's rights and powers, pursuant to Section 5.1 of the Servicing Agreement, or to the Administrator of the Administrator's rights and powers, pursuant to Section 5.1 of the Administration Agreement, the Issuer shall appoint a successor servicer (the "Successor Servicer") or a successor administrator (the "Successor Administrator"), respectively, and such Successor Servicer or Successor Administrator, as the case may be, shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer or Successor Administrator has not been appointed and accepted its appointment at the time when the Servicer or Administrator, as the case may be, ceases to act as Servicer or Administrator, respectively, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer or Successor Administrator, as the case may be. The Indenture Trustee may resign as the Servicer or the Administrator by giving written notice of resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer or a new administrator enters into an agreement with the Issuer as provided below; provided, however, that nothing herein shall -------- ------- require or permit the Indenture Trustee to act as Servicer, or otherwise service the Trust Student Loans, in violation of the Higher Education Act. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement or a new administrator as the Successor Administrator under the Administration Agreement, as the case may be. Any Successor Servicer or Successor Administrator, other than the Indenture Trustee, shall (i) be an established institution (A) that satisfies any requirements of the Higher Education Act applicable to servicers and (B) whose regular business includes the servicing or administration of student loans and (ii) enter into a servicing agreement or an administration agreement, respectively, with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement and the Administration Agreement, as applicable. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer or new administrator, as the case may be, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer or Successor Administrator; provided, however, that such right to appoint or to -------- ------- petition for the appointment of any such successor shall in no event relieve the Indenture Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Servicing Agreement or Administration Agreement, as applicable, and in accordance with Section 5.2 of the Servicing Agreement and Section 5.2 of the Administration Agreement, the Issuer shall enter into an agreement with such successor for the servicing or administration of the Trust Student Loans (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed as provided herein to the Servicer's duties as Servicer with respect to the Trust Student Loans, or the Administrator's duties with respect to the Issuer and the Trust Student Loans, as the case may be, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer or the Administrator, as the case may be, and the servicing or administration of the Trust Student Loans. In case the Indenture Trustee shall become successor to the Servicer or the Administrator, the Indenture Trustee shall be entitled to appoint as Servicer or as Administrator, as the case may be, any one of its Affiliates, provided that such appointment shall not affect or alter in any way the liability of the Indenture Trustee as Successor Servicer or Successor Administrator, respectively, in accordance with the terms hereof. (f) Upon any termination of the Servicer's rights and powers pursuant to the Servicing Agreement, or any termination of the Administrator's rights and powers pursuant to the Administration Agreement, as the case may be, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency. As soon as a Successor Servicer or a Successor Administrator is appointed, the Issuer shall notify the Indenture Trustee and each Rating Agency of such appointment, specifying in such notice the name and address of such Successor Servicer or such Successor Administrator. (g) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees (i) agrees that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee or the Holders Noteholders of not less than 51% of the aggregate at least a majority in Outstanding Amount of both Classesthe Notes, change amend, modify, waive, supplement, terminate or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (or the Basic Documents, except to the extent otherwise provided in the Sale and Servicing Agreement)Basic Documents, or waive timely performance or observance by the Servicer, the Administrator, the Seller, the Student Loan Marketing Association, the Issuer or the Eligible Lender Trustee under the Basic Documents; and provided, however, that no such amendment shall (iii) that any change in the terms of any Collateral shall not (A) -------- ------- increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) Noteholders, or (Bii) reduce the aforesaid percentage of the Notes that is which are required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders Noteholders of all the Outstanding Notes. If the Credit Enhancer and either any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or the requisite percentage of Holders consent to any change in the terms of any Collateralsuch Noteholders, the Issuer shall give written notice thereof to each Rating Agency and agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.

Performance of Obligations. (a) The Issuer will not take any action (and will use its best efforts not to permit any action to be taken by others to take any action) that would release any person Person from any of their such Person's material covenants or obligations under any of the Transaction Documents, that would create any Security Interests that are not provided for instrument or agreement included in the Transaction Documents, Collateral or that would change result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of the Transaction Documents of, any such instrument or any Security Interest granted under themagreement, except as expressly provided in the Transaction Documents. The Indenture Trusteethis Indenture, as pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the Sale and Servicing Agreement may exercise all of the rights of the Issuer to direct the actions of the Master Servicer pursuant to the Sale and Servicing Agreement. Unless granted or permitted by the Credit Enhancer, the Issuer may not waive any default by the Master Servicer under the Sale and Servicing Agreement or terminate the Master Servicer under the Sale and Servicing Agreementsuch other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other persons Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties under this Indenture, and the any performance of those such duties by a person Person identified to the Indenture Trustee and the Securities Insurer in an Officer's Certificate of the Issuer shall be considered deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. The Administrator must at all times be the same Person as the Indenture Trustee. (c) The Issuer will punctually perform and observe all of its obligations under and agreements contained in this Indenture, in the Transaction DocumentsBasic Documents and in the instruments and agreements included in the Collateral, including properly but not limited to filing or causing to be filed all Financing Statements UCC financing statements and Continuation Statements continuation statements required to be filed by the Transaction Documentsterms of this Indenture and the Sale and Servicing Agreement. The Rating Agency Condition must be satisfied in connection with any amendmentExcept as otherwise expressly provided therein, termination, or material change in a Transaction Document. The the Issuer shall not waive, amend, terminatemodify, supplement or otherwise change terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee Trustee, the Securities Insurer and the Credit Enhancer. The Issuer will provide notice Holders of any termination, amendment, or material change in any Transaction Document to the Rating Agencies. The consent at least a majority of the Indenture Trustee will not be required if the Rating Agency Condition is satisfied with respect to the proposed actionOutstanding Notes. (d) If the Issuer shall have knowledge of the occurrence of a Servicer Termination Event under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee, the Securities Insurer, the Master Servicer and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. If such a Servicer Termination Event shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Home Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) Without derogating from the Grants absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee under this Indenturehereunder, the Issuer agrees agrees (i) that it will not, without the prior written consent of the Credit Enhancer and either the Indenture Trustee and, if a Securities Insurer Default has not occurred and is not continuing, the Securities Insurer, amend, modify, waive, supplement, terminate or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes, change or waivesurrender, or agree to any amendment, modification, supplement, termination, waiver or otherwise permit any change to or waiver surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement)) or the Basic Documents, or waive timely performance or observance by the Servicer, the Master Servicer or the Depositor under the Sale and Servicing Agreement; and and (ii) that any change in the terms of any Collateral such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions payments that are required to be made for the benefit of the Noteholders (except as may be incidental to changes or waivers allowed under (d)(i)) or (B) reduce the aforesaid percentage of the Outstanding Notes that is required to consent to any change in the terms of any Collateral such amendment, without the consent of the Holders of all the Outstanding Notes. If the Credit Enhancer and either any such amendment, modification, supplement or waiver shall so be consented to by the Indenture Trustee or and, if a Securities Insurer Default has not occurred and is not continuing, the requisite percentage of Holders consent to any change in the terms of any CollateralSecurities Insurer, the Issuer agrees, promptly following a request by the Indenture Trustee or the Securities Insurer to do so, to execute and deliver, in its own name and at its own expense, any such agreements, instruments, consents and other documents as the Indenture Trustee deems may deem necessary or appropriate under in the circumstances.