Common use of Preservation of Collateral Clause in Contracts

Preservation of Collateral. (a) If an Event of Default shall have occurred and be continuing when any Class of Notes is Outstanding (and the Commitment Period Termination Date has not occurred), the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral securing the Notes in accordance with the Priority of Payments and the provisions of Sections 10, 12 and 13 unless: (i) the Trustee determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and unpaid on the Notes for principal, interest (including Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if any), Commitment Fee due and unpaid administrative expenses as limited by clause (2) of Section 11.1(a)(i) and any accrued and unpaid Hedge Payment Amounts payable by the Issuer pursuant to the Hedge Agreements, including termination payments (assuming, for this purpose, that each Hedge Agreement has been terminated by reason of an event of default or termination with respect to the Issuer); or (ii) if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of each Class of Notes voting as a separate Class direct, subject to the provisions hereof, the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer, with a copy to the Co-Issuer, the Hedge Counterparty and the Collateral Manager. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, (i) the Trustee shall obtain bid prices with respect to each security contained in the Collateral from two nationally recognized dealers, as specified by the Collateral Manager in writing, which are Independent from each other and the Collateral Manager and its Affiliates, at the time making a market in such securities and shall compute the anticipated proceeds of sale or liquidation on the basis of the lower of such bid prices for each such security and (ii) such condition will be deemed not to exist if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of the Controlling Class give notice to the Trustee to the effect that the Trustee has not followed the procedures set forth in this Indenture in making the relevant determinations required pursuant to Section 5.5(a)(i). For the purposes of making the determinations required pursuant to Section 5.5(a)(i), the Trustee shall apply the standards set forth in Section 9.1(b). In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Pledged Securities and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation. The Trustee shall deliver to the Noteholders, the Collateral Manager, the Hedge Counterparty and the Co-Issuers a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after making such determination. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of a Majority of the Controlling Class at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i), the Trustee shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Principal Amount of any Class of Notes have given any direction or notice or have agreed pursuant to Section 5.5(a), any Holder of a Note of a Class who is also a Holder of Notes of another Class or any Affiliate of any such Holder shall be counted as a Holder of each such Note for all purposes. (d) If an Event of Default shall have occurred and be continuing at a time when no Note is Outstanding (and the Commitment Period Termination Date has occurred), the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Section 10 and Section 12 unless a Majority-in-Interest of Preferred Shareholders direct the sale and liquidation of the Collateral.

Preservation of Collateral. Following the occurrence of a Default or an Event of Default, in addition to the rights and remedies set forth in Section 11.1, the Agent may at any time take such steps as the Agent deems necessary to protect the Agent’s interest in and to preserve the Collateral, including (a) If the hiring of such security guards or the placing of other security protection measures as the Agent may deem appropriate; (b) employing and maintaining at any of any Loan Party’s premises a custodian who shall have full authority to do all acts necessary to protect the Agent’s interests in the Collateral; (c) leasing warehouse facilities to which the Agent may move all or part of the Collateral; and (d) using any Loan Party’s owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral. The Agent shall have, and is hereby granted by the Loan Parties to the fullest extent that the Loan Parties can provide such grant, a right of ingress and egress to any Real Property where the Collateral is located, and may proceed over and through any such Real Property. Each Loan Party shall cooperate fully with all of the Agent’s efforts to preserve the Collateral as permitted in the first sentence of this Section 4.4 and will take such actions to preserve the Collateral as the Agent may direct. The Agent is hereby authorized by the Loan Parties, the Lenders, and the Issuer, from time to time in the Agent’s sole discretion, (a) after the occurrence of a Default or an Event of Default shall Default, or (b) at any time that any of the other applicable conditions precedent set forth in Section 8.2 hereof have occurred not been satisfied, to make Revolving Loans to the Borrowers which the Agent, in its sole discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Advances and be continuing when other Obligations, or (iii) to pay any Class other amount chargeable to the Borrowers pursuant to the terms of Notes is Outstanding this Agreement (and any such amount, a “Protective Advance”). All of the Commitment Period Termination Date has not occurred), the Trustee shall retain Agent’s expenses of preserving the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral securing the Notes in accordance with the Priority of Payments and foregoing, including any expenses relating to the provisions of Sections 10, 12 and 13 unless: (i) the Trustee determines that the anticipated proceeds bonding of a sale or liquidation custodian, shall be charged to the Loan Account as a Revolving Loan that is a Base Rate Loan and added to the Obligations. With respect to custody, safekeeping and physical preservation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and unpaid on the Notes for principal, interest (including Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if any), Commitment Fee due and unpaid administrative expenses as limited by clause (2) of Section 11.1(a)(i) and any accrued and unpaid Hedge Payment Amounts payable by the Issuer pursuant to the Hedge Agreements, including termination payments (assuming, for this purpose, that each Hedge Agreement has been terminated by reason of an event of default or termination with respect to the Issuer); or (ii) if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of each Class of Notes voting as a separate Class direct, subject to the provisions hereofits possession, the sale and liquidation of the Collateral. The Trustee Agent shall give written notice of the retention of deal with the Collateral to the Issuer, with a copy to the Co-Issuer, the Hedge Counterparty and the Collateral Manager. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, (i) the Trustee shall obtain bid prices with respect to each security contained in the Collateral from two nationally recognized dealers, same manner as specified by the Collateral Manager in writing, which are Independent from each other and the Collateral Manager and its Affiliates, at the time making a market in such securities and shall compute the anticipated proceeds of sale or liquidation on the basis of the lower of such bid prices Agent deals with similar property for each such security and (ii) such condition will be deemed not to exist if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of the Controlling Class give notice to the Trustee to the effect that the Trustee has not followed the procedures set forth in this Indenture in making the relevant determinations required pursuant to Section 5.5(a)(i). For the purposes of making the determinations required pursuant to Section 5.5(a)(i), the Trustee shall apply the standards set forth in Section 9.1(b). In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Pledged Securities and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation. The Trustee shall deliver to the Noteholders, the Collateral Manager, the Hedge Counterparty and the Co-Issuers a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after making such determination. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of a Majority of the Controlling Class at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i), the Trustee shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Principal Amount of any Class of Notes have given any direction or notice or have agreed pursuant to Section 5.5(a), any Holder of a Note of a Class who is also a Holder of Notes of another Class or any Affiliate of any such Holder shall be counted as a Holder of each such Note for all purposessimilarly situated borrowers. (d) If an Event of Default shall have occurred and be continuing at a time when no Note is Outstanding (and the Commitment Period Termination Date has occurred), the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Section 10 and Section 12 unless a Majority-in-Interest of Preferred Shareholders direct the sale and liquidation of the Collateral.

Preservation of Collateral. and Perfection of Security Interests --------------------------------------------------------------- Therein. ------- (a) If an Event of Default Company shall have occurred execute and be continuing when any Class of Notes is Outstanding (deliver to Newco, and shall, except to the Commitment Period Termination Date has not occurred), the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral securing the Notes in accordance with the Priority of Payments and the provisions of Sections 10, 12 and 13 unless: (i) the Trustee determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and unpaid on the Notes for principal, interest (including Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if any), Commitment Fee due and unpaid administrative expenses as limited by clause (2) of Section 11.1(a)(i) and any accrued and unpaid Hedge Payment Amounts payable extent prohibited by the Issuer pursuant Nationwide Debt Agreement, execute and deliver or cause any Subsidiary of Company to the Hedge Agreements, including termination payments (assuming, for this purpose, that each Hedge Agreement has been terminated by reason of an event of default or termination with respect execute and deliver to the Issuer); or (ii) if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of each Class of Notes voting as a separate Class direct, subject to the provisions hereof, the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer, with a copy to the Co-Issuer, the Hedge Counterparty and the Collateral Manager. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded Newco at any time when or times hereafter at the conditions specified request of Newco or the Agent (as defined in clause Section 4.4 below), all financing statements or other documents, including real estate deeds to secure on debt on real estate owned by Company or its Subsidiaries and Subsidiary security agreements (ithe "Security Instruments") (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary by Newco), as Newco or the Agent may reasonably request, in forms satisfactory to Newco, and take all further action that Newco or the Agent may request, or which may be reasonably necessary or desirable, to perfect and keep perfected a second-priority security interest in the Collateral granted by Company to Newco, to create and perfect a second-priority security interest in the assets of any Subsidiaries of Company provided in Section 4.2 hereof, or otherwise to protect and preserve the Collateral and Newco's security interest therein. Should Company fail to do so after receipt of five (ii5) existbusiness days' notice in writing, Newco is authorized to sign any such Security Instruments as Company 's agent. (b) Nothing contained in Section 5.5(a) shall be construed Company will furnish to require the Trustee Newco from time to preserve time statements and schedules further identifying and describing the Collateral securing and such other reports in connection with the Notes if prohibited by applicable lawCollateral as Newco may reasonably request, all in reasonable detail. (c) In determining whether Company shall notify Newco, within thirty (30) days after the condition specified in Section 5.5(a)(i) existsoccurrence thereof, (i) the Trustee shall obtain bid prices with respect to each security contained in the Collateral from two nationally recognized dealers, as specified by the Collateral Manager in writing, which are Independent from each other and the Collateral Manager and its Affiliates, at the time making a market in such securities and shall compute the anticipated proceeds of sale or liquidation on the basis of the lower acquisition of such bid prices for each such security and (ii) such condition will be deemed any property by Company that is not to exist if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of the Controlling Class give notice subject to the Trustee to the effect that the Trustee has not followed the procedures set forth existing liens and security interests, in this Indenture in making the relevant determinations required pursuant to Section 5.5(a)(i). For the purposes favor of making the determinations required pursuant to Section 5.5(a)(i)Newco, the Trustee shall apply the standards set forth in Section 9.1(b). In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Pledged Securities and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation. The Trustee shall deliver to the Noteholders, the Collateral Manager, the Hedge Counterparty and the Co-Issuers a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after making such determination. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default person or entity's becoming a Subsidiary, and at the request of a Majority of the Controlling Class at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i), the Trustee shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Principal Amount of any Class of Notes have given any direction other event or notice or have agreed pursuant to Section 5.5(a), any Holder of a Note of a Class who is also a Holder of Notes of another Class or any Affiliate condition that may require additional action of any such Holder shall be counted as a Holder nature in order to create, preserve, or perfect the liens and security interests of each such Note for all purposesNewco. (d) If an Event of Default shall have occurred Company shall, except to the extent prohibited by the Nationwide Debt Agreement, cause each Subsidiary to cause all tangible Collateral to be maintained and be continuing at a time preserved in the same condition, repair and working order as when no Note is Outstanding (new, ordinary wear and the Commitment Period Termination Date has occurred)tear excepted, the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Section 10 and Section 12 unless a Majority-in-Interest of Preferred Shareholders direct the sale and liquidation of the Collateralany manufacturer's manual.

Preservation of Collateral. (a) If Notwithstanding anything to the contrary herein, if an Event of Default shall have occurred and be continuing when any of the Class of Notes A Loan is Outstanding (Outstanding, the Collateral Agent, Loan Agent and the Commitment Period Termination Date has not occurred)Note Administrator, the Trustee as applicable, shall (except as otherwise expressly permitted or required under this Indenture and Credit Agreement) retain the Collateral securing the Notes Debt intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral securing and the Notes Debt in accordance with the Priority of Payments and the provisions of Sections Articles 10, 12 and 13 unlessand shall not sell or liquidate the Collateral, unless either: (i) (A) the Trustee Collateral Agent, pursuant to Section 5.5(c), determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full (1) the amounts then due and unpaid on the Notes Debt for principalprincipal and interest, interest (including Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if any), Commitment Fee due and unpaid administrative expenses as limited by clause (2) upon receipt of information from Persons to whom fees and expenses are payable, all other amounts payable prior to payment of principal of the Debt due and payable pursuant to Section 11.1(a)(i11.1(a)(iii) or due and any accrued and unpaid Hedge Payment Amounts payable by to the Issuer Servicer under the Servicing Agreement in respect of which funds have not been withdrawn from the Collection Account pursuant to the Hedge AgreementsServicing Agreement, including termination payments including, without limitation, any liquidation and other fees and other compensation payable under the related Servicing Agreement, and (assuming, for this purpose, that each Hedge Agreement has been terminated by reason B) the Majority of an event of default or termination the Controlling Class agrees with respect to the Issuer)such determination; or (ii) if the Holders Majority of at least 66-2/3% in Aggregate Outstanding Principal Amount of each the Controlling Class of Notes voting as a separate Class direct, subject to the provisions hereof, direct the sale and liquidation of all or a portion of the Collateral. In the event of a sale of all or a portion of the Collateral pursuant to clause (ii) above, the Collateral Agent shall sell those Collateral identified by the Majority of the Controlling Class pursuant to a written direction in form and substance satisfactory to the Collateral Agent, and all proceeds of such sale shall be remitted to the Note Administrator or Loan Agent for distribution in the order set forth in Section 11.1(a)(iii). The Trustee Collateral Agent shall give written notice of the retention of the Collateral by the Collateral Agent to the Issuer, with a copy to the Co-IssuerTrustee, the Hedge Counterparty Loan Agent and the Collateral ManagerServicer. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) above exist. (b) Nothing contained in Section 5.5(a) shall be construed to require a sale of the Trustee Collateral securing the Class A Loan if the conditions set forth in Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Collateral Agent to preserve the Collateral securing the Notes Class A Loan if prohibited by applicable law. (c) In determining assisting the Collateral Agent to determine whether the condition specified in Section 5.5(a)(i) exists, (i) the Trustee Class A Lender shall obtain bid prices with respect to each security contained Mortgage Asset from two (2) dealers that, at that time, engage in the Collateral trading, origination or securitization of whole mortgage loans similar to the Mortgage Assets (or, if only one such dealer can be engaged, then the Class A Lender shall obtain a bid price from two nationally recognized dealerssuch dealer or, as specified by the Collateral Manager in writingif no such dealer can be engaged, which are Independent from each other and the Collateral Manager and its Affiliates, at the time making a market in such securities and pricing service). The Class A Lender shall compute the anticipated proceeds of sale or liquidation on the basis of the lower lowest of such bid prices for each such security Mortgage Asset and (ii) such condition will be deemed not to exist if provide the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of Collateral Agent, the Controlling Class give notice to Trustee, the Trustee to Loan Agent and the effect that Note Administrator with the Trustee has not followed the procedures set forth in this Indenture in making the relevant determinations required pursuant to Section 5.5(a)(i)results thereof. For the purposes of making the determinations required pursuant to Section 5.5(a)(i), the Trustee shall apply the standards set forth in Section 9.1(b). In addition, for the purposes of determining issues relating to the execution market value of a sale or liquidation of the Pledged Securities any Mortgage Asset and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) existsthereof, the Trustee may Class A Lender may, but need not, retain at the expense of the Issuer and rely on an opinion of an Independent investment banking firm of national reputationreputation or other appropriate advisors (the cost of which shall be payable as an Issuer Administrative Expense). The Trustee Collateral Agent shall promptly deliver to the NoteholdersDebtholders and the Servicer, and the Collateral ManagerAgent shall post to the Collateral Agent’s Website, the Hedge Counterparty and the Co-Issuers a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after making such determination. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of a Majority of the Controlling Class at any time during which the Trustee retains the Collateral be made pursuant to Section 5.5(a)(i). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i), the Trustee shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Principal Amount of any Class of Notes have given any direction or notice or have agreed pursuant to Section 5.5(a), any Holder of a Note of a Class who is also a Holder of Notes of another Class or any Affiliate of any such Holder shall be counted as a Holder of each such Note for all purposes. (d) If an Event of Default shall have occurred and be continuing at a time when no Note is Outstanding (and the Commitment Period Termination Date has occurred), the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Section 10 and Section 12 unless a Majority-in-Interest of Preferred Shareholders direct the sale and liquidation of the Collateral.

Preservation of Collateral. (a) If Notwithstanding anything to the contrary herein, if an Event of Default shall have occurred and be continuing when any Class of Notes the Debt is Outstanding (Outstanding, the Collateral Agent, Loan Agent and the Commitment Period Termination Date has not occurred)Note Administrator, the Trustee as applicable, shall (except as otherwise expressly permitted or required under this Indenture and Credit Agreement) retain the Collateral securing the Notes Debt intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral securing and the Notes Debt in accordance with the Priority of Payments and the provisions of Sections Article 10, Article 12 and Article 13 unlessand shall not sell or liquidate the Collateral, unless either: (i) (A) the Trustee Collateral Agent, pursuant to Section 5.5(c), determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full (1) the amounts then due and unpaid on the Notes Debt for principalprincipal and interest, interest (including Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if any), Commitment Fee due and unpaid administrative expenses as limited by clause (2) upon receipt of information from Persons to whom fees and expenses are payable, all other amounts payable prior to payment of principal of the Debt due and payable pursuant to Section 11.1(a)(i11.1(a)(iv) or due and any accrued and unpaid Hedge Payment Amounts payable by to the Issuer Servicer under the Servicing Agreement in respect of which funds have not been withdrawn from the Collection Account pursuant to the Hedge AgreementsServicing Agreement, including termination payments including, without limitation, any liquidation and other fees and other compensation payable under the Servicing Agreement, and (assuming, for this purpose, that each Hedge Agreement has been terminated by reason B) the Majority of an event of default or termination the Controlling Class agrees with respect to the Issuer)such determination; or (ii) if the Holders Majority of at least 66-2/3% in Aggregate Outstanding Principal Amount of each the Controlling Class of Notes voting as a separate Class direct, subject to the provisions hereof, direct the sale and liquidation of all or a portion of the Collateral. In the event of a sale of all or a portion of the Collateral pursuant to clause (ii) above, the Collateral Agent shall sell those Collateral identified by the Majority of the Controlling Class pursuant to a written direction in form and substance satisfactory to the Collateral Agent, and all proceeds of such sale shall be remitted to the Note Administrator or Loan Agent for distribution in the order set forth in Section 11.1(a)(iv). The Trustee Collateral Agent shall give written notice of the retention of the Collateral by the Collateral Agent to the Issuer, with a copy to the Co-IssuerTrustee, the Hedge Counterparty Loan Agent and the Collateral ManagerServicer. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) above exist. (b) Nothing contained in Section 5.5(a) shall be construed to require a sale of the Trustee Collateral securing the Class A Loan if the conditions set forth in Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Collateral Agent to preserve the Collateral securing the Notes Class A Loan if prohibited by applicable law. (c) In determining assisting the Collateral Agent to determine whether the condition specified in Section 5.5(a)(i) exists, (i) the Trustee Class A Lender shall obtain bid prices with respect to each security contained Mortgage Asset from two (2) dealers that, at that time, engage in the Collateral trading, origination or securitization of whole mortgage loans similar to the Mortgage Assets (or, if only one such dealer can be engaged, then the Class A Lender shall obtain a bid price from two nationally recognized dealerssuch dealer or, as specified by the Collateral Manager in writingif no such dealer can be engaged, which are Independent from each other and the Collateral Manager and its Affiliates, at the time making a market in such securities and pricing service). The Class A Lender shall compute the anticipated proceeds of sale or liquidation on the basis of the lower lowest of such bid prices for each such security Mortgage Asset and (ii) such condition will be deemed not to exist if provide the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of Collateral Agent, the Controlling Class give notice to Trustee, the Trustee to Loan Agent and the effect that Note Administrator with the Trustee has not followed the procedures set forth in this Indenture in making the relevant determinations required pursuant to Section 5.5(a)(i)results thereof. For the purposes of making the determinations required pursuant to Section 5.5(a)(i), the Trustee shall apply the standards set forth in Section 9.1(b). In addition, for the purposes of determining issues relating to the execution market value of a sale or liquidation of the Pledged Securities any Mortgage Asset and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) existsthereof, the Trustee may Class A Lender may, but need not, retain at the expense of the Issuer and rely on an opinion of an Independent investment banking firm of national reputationreputation or other appropriate advisors (the cost of which shall be payable as an Issuer Administrative Expense). The Trustee Collateral Agent shall promptly deliver to the Noteholders, the Collateral Manager, the Hedge Counterparty and the Co-Issuers Debtholders a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after making such determination. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of a Majority of the Controlling Class at any time during which the Trustee retains the Collateral be made pursuant to Section 5.5(a)(i). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i), the Trustee shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Principal Amount of any Class of Notes have given any direction or notice or have agreed pursuant to Section 5.5(a), any Holder of a Note of a Class who is also a Holder of Notes of another Class or any Affiliate of any such Holder shall be counted as a Holder of each such Note for all purposes. (d) If an Event of Default shall have occurred and be continuing at a time when no Note is Outstanding (and the Commitment Period Termination Date has occurred), the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Section 10 and Section 12 unless a Majority-in-Interest of Preferred Shareholders direct the sale and liquidation of the Collateral.

Preservation of Collateral. (a) If Notwithstanding anything to the contrary herein, if an Event of Default shall have occurred and be continuing when the Class A Loans or any Class of the Notes is Outstanding (and the Commitment Period Termination Date has not occurred)are Outstanding, the Trustee and the Note Administrator, as applicable, shall (except as otherwise expressly permitted or required under this Indenture) retain the Collateral securing the Notes intactClass A Loans and the Secured Notes, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral securing Collateral, the Class A Loans and the Notes in accordance with the Priority of Payments and the provisions of Sections Articles 10, 12 and 13 unlessand shall not sell or liquidate the Collateral, unless either: (i) the Trustee Note Administrator, pursuant to Section 5.5(c), determines (based upon information delivered to it in accordance with this Indenture) that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and unpaid on the Notes Class A Loans and the Investment Grade Notes, Company Administrative Expenses due and payable pursuant to the Priority of Payments, the Collateral Manager Fees due and payable pursuant to the Priority of Payments and amounts due and payable to the Advancing Agent, the Backup Advancing Agent and the Trustee, in respect of unreimbursed Interest Advances and Reimbursement Interest, for principal, principal and interest (including Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if any), Commitment Fee due and unpaid administrative expenses as limited by clause (2) of Section 11.1(a)(i) and any accrued and unpaid Hedge Payment Amounts Deferred Interest), and, upon receipt of information from Persons to whom fees and expenses are payable, all other amounts payable by prior to payment of principal on the Issuer Class A Loans and the Notes due and payable pursuant to Section 11.1(a)(iii) and the Hedge Agreements, including termination payments (assuming, for this purpose, that each Hedge Agreement has been terminated by reason holders of an event a Majority of default or termination the Controlling Class agrees with respect to the Issuer)such determination; or (ii) if a Supermajority of the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of Class A Loans and each Class of Investment Grade Notes (each voting as a separate Class direct, subject to the provisions hereof, Class) directs the sale and liquidation of all or a portion of the Collateral. In the event of a sale of all or a portion of the Collateral pursuant to clause (ii) above, the Special Servicer on behalf of the Trustee shall be required to sell that portion of the Collateral identified by the requisite Class A Lenders or Noteholders and all proceeds of such sale shall be remitted to the Note Administrator for distribution in the order set forth in Section 11.1(a). The Trustee Note Administrator shall give written notice of the retention of the Collateral by the Custodian to the Issuer, with a copy to the Co-Issuer, the Hedge Counterparty and the Collateral Manager, the Trustee, the Servicer, the Special Servicer and the Rating Agencies. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) above exist. (b) Nothing contained in Section 5.5(a) shall be construed to require a sale of the Collateral if the conditions set forth in Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Class A Loans and the Secured Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, (i) the Trustee Collateral Manager shall obtain bid prices with respect to each security contained in the Collateral Mortgage Asset from two nationally recognized dealers, as specified by the Collateral Manager in writing, which are dealers (Independent from each other and of the Collateral Manager and any of its Affiliates, ) at the time making a market in such securities and Mortgage Assets that, at that time, engage in the trading, origination or securitization of whole loans or participations similar to the Mortgage Assets (or, if only one such dealer can be engaged, then the Collateral Manager shall obtain a bid price from such dealer or, if no such dealer can be engaged, from a pricing service). The Collateral Manager shall compute the anticipated proceeds of sale or liquidation on the basis of the lower lowest of such bid prices for each such security Mortgage Asset and (ii) such condition will be deemed not to exist if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of the Controlling Class give notice to provide the Trustee to and the effect that Note Administrator with the Trustee has not followed the procedures set forth in this Indenture in making the relevant determinations required pursuant to Section 5.5(a)(i)results thereof. For the purposes of making the determinations required pursuant to Section 5.5(a)(i), the Trustee shall apply the standards set forth in Section 9.1(b). In addition, for the purposes of determining issues relating to the execution market value of a sale or liquidation of the Pledged Securities any Mortgage Asset and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) existsthereof, the Trustee may Special Servicer may, but need not, retain at the expense of the Issuer and rely on an opinion of an Independent investment banking firm of national reputationreputation or other appropriate advisors (the cost of which shall be payable as a Company Administrative Expense) in connection with a determination as to whether the condition specified in Section 5.5(a)(i) exists. The Trustee Note Administrator shall promptly deliver to the NoteholdersClass A Lenders, the Collateral Manager, the Hedge Counterparty Noteholders and the Co-Issuers Servicer, and the Note Administrator shall post to the Note Administrator’s Website, a report stating the results of any determination required to be made pursuant to Section 5.5(a)(i) no later than 10 days after making such determination. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of a Majority of the Controlling Class at any time during which the Trustee retains based solely on the Collateral Manager’s determination made pursuant to this Section 5.5(a)(i5.5(c). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i), the Trustee shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Principal Amount of any Class of Notes have given any direction or notice or have agreed pursuant to Section 5.5(a), any Holder of a Note of a Class who is also a Holder of Notes of another Class or any Affiliate of any such Holder shall be counted as a Holder of each such Note for all purposes. (d) If an Event of Default shall have occurred and be continuing at a time when no Note is Outstanding (and the Commitment Period Termination Date has occurred), the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Section 10 and Section 12 unless a Majority-in-Interest of Preferred Shareholders direct the sale and liquidation of the Collateral.

Preservation of Collateral. (a) If an Event of Default shall have occurred and be continuing when any Class of Notes is Outstanding (and the Commitment Period Termination Date has not occurred)continuing, the Trustee Collateral Agent shall retain hold the Collateral securing the Notes Secured Obligations intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral securing and the Notes Secured Obligations in accordance with the Priority of Payments or the Priority of Acceleration Payments, as applicable, and Article 3 hereof and the provisions of Sections 10, 12 Articles 2 and 13 Section 3.1 of the Intercreditor Agreement and shall not foreclose on or dispose of the Collateral unless: (i) the Trustee Collateral Agent determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and unpaid on in respect of the Notes for principal, interest (including Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest, Defaulted Interest Secured Obligations and interest on Defaulted Interest, if any), Commitment Fee due and unpaid administrative expenses as limited by clause (2) of Section 11.1(a)(i) and any accrued and unpaid Hedge Payment Amounts payable by the Issuer pursuant to the Hedge Agreements, including termination payments (assuming, for this purpose, that each Hedge Agreement has been terminated by reason of an event of default or termination Required Lenders agree with respect to the Issuer)such determination; or (ii) if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of each Class of Notes voting as a separate Class direct, subject to the provisions hereof, Required Lenders direct the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer, with a copy to the Co-Issuer, the Hedge Counterparty and the Collateral Manager. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a5.2(a) shall be construed to require the Trustee Collateral Agent to preserve the Collateral securing the Notes Secured Obligations if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, (i) the Trustee shall obtain bid prices with respect to each security contained in the The Collateral from two nationally recognized dealers, as specified by the Collateral Manager in writing, which are Independent from each other and the Collateral Manager and its Affiliates, at the time making a market in such securities and shall compute the anticipated proceeds of sale or liquidation on the basis of the lower of such bid prices for each such security and (ii) such condition will be deemed not to exist if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of the Controlling Class give notice to the Trustee to the effect that the Trustee has not followed the procedures set forth in this Indenture in making the relevant determinations required pursuant to Section 5.5(a)(i). For the purposes of making the determinations required pursuant to Section 5.5(a)(i), the Trustee shall apply the standards set forth in Section 9.1(b). In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Pledged Securities and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation. The Trustee Agent shall deliver to the Noteholders, the Collateral Manager, the Hedge Counterparty each Representative and the Co-Issuers a report stating the results of any determination required pursuant to Section 5.5(a)(i5.2(a)(i) no later than 10 days after making such determinationdetermination but in any case after such sale. The Trustee Collateral Agent shall make the determinations required by Section 5.5(a)(i5.2(a)(i) within 30 90 days after an Event of Default and at the request of a Majority of the Controlling Class Required Lenders at any time during which the Trustee Collateral Agent retains the Collateral pursuant to Section 5.5(a)(i5.2(a)(i). In the case of each calculation made by the Trustee Collateral Agent pursuant to Section 5.5(a)(i5.2(a)(i), the Trustee Collateral Agent shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee Collateral Agent and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Principal Amount of any Class of Notes have given any direction or notice or have agreed pursuant to Section 5.5(a), any Holder of a Note of a Class who is also a Holder of Notes of another Class or any Affiliate of any such Holder shall be counted as a Holder of each such Note for all purposesAgreement. (d) If an Event of Default shall have occurred and be continuing at a time when no Note is Outstanding (and In determining whether the Commitment Period Termination Date has occurred)condition specified in Section 5.2(a)(i) exists, the Trustee shall Collateral Agent may retain the Collateral securing the Notes intact, collect and cause the collection rely on an opinion of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect an Independent investment banking firm of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Section 10 and Section 12 unless a Majority-in-Interest of Preferred Shareholders direct the sale and liquidation of the Collateralnational reputation.

Preservation of Collateral. (a) If an Event of Default shall have occurred and be continuing when any Class of Rated Notes is Outstanding (and the Commitment Period Termination Date has not occurred)Outstanding, the Trustee shall retain the Collateral securing the Indenture Issued Notes and any Hedge Agreement intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral securing Collateral, the Rated Notes and any Hedge Agreement in accordance with the Priority of Payments Section 11.1 and the provisions of Sections 10, 12 and 13 unless: (i1) the Trustee Trustee, pursuant to Section 5.5(c), determines (such determinations may be based upon a certificate from the Collateral Manager) that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of relating to such sale or liquidation) would be sufficient to discharge in full the amounts Redemption Prices then due and unpaid on the Rated Notes for principal, interest (including the Class C Deferred Interest, A-R Commitment Fees and Class D Deferred Interest, Class E Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if anyA-R Breakage Costs), Commitment Fee due and any amounts required to be paid under any Hedge Agreement, all unreimbursed Interest Advances together with interest thereon, all unpaid administrative expenses as limited by clause (2) of Section 11.1(a)(i) Administrative Expenses and any accrued and unpaid Hedge Payment Amounts payable Senior Collateral Management Fee (to the extent not waived by the Issuer pursuant to Collateral Manager) and the Hedge Agreements, including termination payments (assuming, for this purpose, that each Hedge Agreement has been terminated by reason Holders of an event a Majority of default or termination the then Aggregate Outstanding Amount of Rated Notes agrees with respect to the Issuer)such determination; or (ii2) if the Holders of at least 66-2/3662/3% in of the Aggregate Outstanding Principal Amount of each Class of the Rated Notes voting as a separate Class direct(and, unless it will be paid in full all amounts owing to it by the Issuer, the Initial Hedge Counterparty), subject to the provisions hereof, and subject to the Trustee determining that such action will not involve the Trustee incurring any liability, (unless the Trustee is indemnified to its satisfaction against any such liability) direct the sale and liquidation of the Collateral. For purposes of Section 5.5(a)(2), if the Initial Hedge Counterparty shall fail to vote to direct the sale and liquidation of the Collateral within three Business Days after written notice from the Issuer or the Trustee requesting a vote pursuant to such Section 5.5(a)(2), the Initial Hedge Counterparty shall not be entitled to participate in the vote requested by such notice. The Trustee shall give written notice of the retention of the Collateral to the Issuer, Issuer with a copy to the Co-Issuer, each Holder of the Hedge Counterparty Rated Notes and the Collateral ManagerInitial Hedge Counterparty. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (iSection 5.5(a)(1) or (ii2) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Indenture Issued Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i5.5(a)(1) exists, (i) the Trustee shall obtain bid prices with respect to each security contained in the Collateral from two nationally recognized dealers (or if it is unable in good faith to obtain such bid prices from two nationally recognized dealers, one nationally recognized dealer), as specified by the Collateral Manager in writing, which are Independent from each other and the Collateral Manager and its AffiliatesManager, at the time making a market in such securities and shall compute the anticipated proceeds of sale or liquidation on the basis of the lower of such bid prices for each such security and (ii) such condition will be deemed not to exist if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of the Controlling Class give notice to the Trustee to the effect that the Trustee has not followed the procedures set forth in this Indenture in making the relevant determinations required pursuant to Section 5.5(a)(i). For the purposes of making the determinations required pursuant to Section 5.5(a)(i), the Trustee shall apply the standards set forth in Section 9.1(b)security. In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Pledged Securities and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i5.5(a)(1) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation. The Trustee shall deliver to the Noteholders, the Collateral Managereach Hedge Counterparty, the Hedge Counterparty Rating Agencies and the Co-Issuers a report stating the results of any determination required pursuant to Section 5.5(a)(i5.5(a)(1) no later than 10 ten (10) days after making such determinationdetermination but in any event prior to the sale or liquidation of the Collateral. The Trustee shall make the determinations required by Section 5.5(a)(i5.5(a)(1) within 30 thirty (30) days after an Event of Default and at the request of the Holders of a Majority of the then Aggregate Outstanding Amount of the Notes of the Controlling Class at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i5.5(a)(1). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i5.5(a)(1), the Trustee shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Principal Amount percentage of any Class of Rated Notes or the requisite percentage of Income Noteholders have given any direction or notice or have agreed pursuant to Section 5.5(a), any Holder of a Rated Note of a Class or Income Notes who is also a Holder of Rated Notes of another Class or of Income Notes or any Affiliate of any such Holder shall be counted as a Holder of each such Rated Note and/or Income Note for all purposes. (d) If an Event of Default shall have occurred and be continuing at a time when no Rated Note is Outstanding (and the Commitment Period Termination Date has occurred)Outstanding, the Trustee shall retain the Collateral securing the Indenture Issued Notes and any Hedge Agreement intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Rated Notes in accordance with the Priority of Payments Section 11.1 and the provisions of Section 10 and Section 12 unless a Majority-in-Interest Majority of Preferred Shareholders the Income Noteholders direct the sale and liquidation of the Collateral. (e) If an Event of Default occurs and is continuing and prior to the Mandatory Class A-R Draw Date, no Class A-R Draw may be made except with respect to Class A-R Draws to be applied to fund Future Advance Amounts related to Earn-Out Assets; provided, however, if an Event of Default specified in clauses Sections 5.1(d), (f) or (g) above occurs, the undrawn Class A-R Commitments will terminate automatically without need for further action after the Class A-R Draw on the related Mandatory Class A-R Draw Date. (f) On the Mandatory Class A-R Draw Date, which will occur if the Notes are accelerated following an Event of Default, the Issuer (or the Collateral Manager on behalf of the Issuer) will draw on the Class A-R Notes, in an amount equal to the Aggregate Class A-R Undrawn Amount, and will deposit such amount into the Earn-Out Asset Account and/or Collection Account in accordance with Section 17.1(c). Immediately following such draw, the Class A-R Commitments will terminate. The amounts on deposit in the Earn-Out Asset Account may only be applied to fund Future Advance Amounts or on the date on which the Notes are redeemed in full, shall be transferred to the Collateral Principal Collection sub-account of the Collection Account and distributed pursuant to the Priority of Payments; provided, that to the extent that the amounts then on deposit in the Earn-Out Asset Account exceed the Total Unfunded Future Advance Amount, the Collateral Manager may direct the Trustee to transfer such excess to the Collection Account as Collateral Principal Collections in accordance with the Priority of Payments.

Preservation of Collateral. (a) If an Event of Default shall have occurred and be continuing when any Class of Notes is Outstanding (and the Commitment Period Termination Date has not occurred)Outstanding, the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral securing and the Notes in accordance with the Priority of Payments and the provisions of Sections 10, 12 and 13 unless: (i) the Trustee determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and unpaid on the Notes for principal, interest (including Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if any), Commitment Fee due and unpaid administrative expenses as limited by clause (2) of Section 11.1(a)(i) and any accrued and unpaid Hedge Payment Amounts payable by the Issuer pursuant to the Hedge Agreements, including termination payments (assuming, for this purpose, that each Hedge Agreement has been terminated by reason of an event of default or termination with respect to the Issuer); or (ii) if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of each Class of Notes voting as a separate Class direct, subject to the provisions hereof, the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer, with a copy to the Co-Issuer, the Hedge Counterparty and the Collateral Manager. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, (i) the Trustee shall obtain bid prices with respect to each security contained in the Collateral from two nationally recognized dealers, as specified by the Collateral Manager in writing, which are Independent from each other and the Collateral Manager and its Affiliates, at the time making a market in such securities and shall compute the anticipated proceeds of sale or liquidation on the basis of the lower of such bid prices for each such security and (ii) such condition will be deemed not to exist if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of the Controlling Class give notice to the Trustee to the effect that the Trustee has not followed the procedures set forth in this Indenture in making the relevant determinations required pursuant to Section 5.5(a)(i). For the purposes of making the determinations required pursuant to Section 5.5(a)(i), the Trustee shall apply the standards set forth in Section 9.1(b). In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Pledged Securities and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation. The Trustee shall deliver to the Noteholders, the Collateral Manager, the Hedge Counterparty and the Co-Issuers a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after making such determination. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of a Majority of the Controlling Class at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i), the Trustee shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Principal Amount of any Class of Notes have given any direction or notice or have agreed pursuant to Section 5.5(a), any Holder of a Note of a Class who is also a Holder of Notes of another Class or any Affiliate of any such Holder shall be counted as a Holder of each such Note for all purposes. (d) If an Event of Default shall have occurred and be continuing at a time when no Note is Outstanding (and the Commitment Period Termination Date has occurred)Outstanding, the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Section 10 and Section 12 unless a Majority-in-Interest of Preferred Shareholders direct the sale and liquidation of the Collateral.

Preservation of Collateral. and Perfection of Security Interests --------------------------------------------------------------- Therein. ------- (a) If an Event of Default the Company shall have occurred execute and be continuing when deliver to Newco, and shall, except to the extent prohibited by the Nationwide Debt Agreement, execute and deliver or cause any Class of Notes is Outstanding (and the Commitment Period Termination Date has not occurred), the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection Subsidiary of the proceeds thereof Company to execute and make and apply all payments and deposits and maintain all accounts in respect of the Collateral securing the Notes in accordance with the Priority of Payments and the provisions of Sections 10, 12 and 13 unless: (i) the Trustee determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient deliver to discharge in full the amounts then due and unpaid on the Notes for principal, interest (including Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if any), Commitment Fee due and unpaid administrative expenses as limited by clause (2) of Section 11.1(a)(i) and any accrued and unpaid Hedge Payment Amounts payable by the Issuer pursuant to the Hedge Agreements, including termination payments (assuming, for this purpose, that each Hedge Agreement has been terminated by reason of an event of default or termination with respect to the Issuer); or (ii) if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of each Class of Notes voting as a separate Class direct, subject to the provisions hereof, the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer, with a copy to the Co-Issuer, the Hedge Counterparty and the Collateral Manager. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded Newco at any time when or times hereafter at the conditions specified request of Newco or the Agent (as defined in clause Section 4.4 below), all financing statements or other documents, including real estate deeds to secure debt on real estate owned by the Company or its Subsidiaries and Subsidiary security agreements (ithe "Security Instruments") (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary by Newco), as Newco or the Agent may reasonably request, in forms satisfactory to Newco, and take all further action that Newco or the Agent may request, or which may be reasonably necessary or desirable, to perfect and keep perfected a second-priority security interest in the Collateral granted by the Company to Newco, to create and perfect a second-priority security interest in the assets of any Subsidiaries of the Company provided in Section 4.2 hereof, or otherwise to protect and preserve the Collateral and Newco's security interest therein. Should the Company fail to do so after receipt of five (ii5) existbusiness days' notice in writing, Newco is authorized to sign any such Security Instruments as the Company 's agent. (b) Nothing contained in Section 5.5(a) shall be construed the Company will furnish to require the Trustee Newco from time to preserve time statements and schedules further identifying and describing the Collateral securing and such other reports in connection with the Notes if prohibited by applicable lawCollateral as Newco may reasonably request, all in reasonable detail. (c) In determining whether the condition specified in Section 5.5(a)(iCompany shall notify Newco, within thirty (30) existsdays after the occurrence thereof, (i) of the Trustee shall obtain bid prices with respect to each security contained in the Collateral from two nationally recognized dealers, as specified acquisition of any property by the Collateral Manager in writing, which are Independent from each other and the Collateral Manager and its Affiliates, at the time making a market in such securities and shall compute the anticipated proceeds of sale or liquidation on the basis of the lower of such bid prices for each such security and (ii) such condition will be deemed Company that is not to exist if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of the Controlling Class give notice subject to the Trustee to the effect that the Trustee has not followed the procedures set forth existing liens and security interests, in this Indenture in making the relevant determinations required pursuant to Section 5.5(a)(i). For the purposes favor of making the determinations required pursuant to Section 5.5(a)(i)Newco, the Trustee shall apply the standards set forth in Section 9.1(b). In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Pledged Securities and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation. The Trustee shall deliver to the Noteholders, the Collateral Manager, the Hedge Counterparty and the Co-Issuers a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after making such determination. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default person or entity's becoming a Subsidiary, and at the request of a Majority of the Controlling Class at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i), the Trustee shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Principal Amount of any Class of Notes have given any direction other event or notice or have agreed pursuant to Section 5.5(a), any Holder of a Note of a Class who is also a Holder of Notes of another Class or any Affiliate condition that may require additional action of any such Holder shall be counted as a Holder nature in order to create, preserve, or perfect the liens and security interests of each such Note for all purposesNewco. (d) If an Event of Default shall have occurred the Company shall, except to the extent prohibited by the Nationwide Debt Agreement, cause each Subsidiary to cause all tangible Collateral to be maintained and be continuing at a time preserved in the same condition, repair and working order as when no Note is Outstanding (new, ordinary wear and the Commitment Period Termination Date has occurred)tear excepted, the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Section 10 and Section 12 unless a Majority-in-Interest of Preferred Shareholders direct the sale and liquidation of the Collateralany manufacturer's manual.

Preservation of Collateral. (a) If an Event of Default shall have occurred and be continuing when any Class of Rated Notes is Outstanding (and the Commitment Period Termination Date has not occurred)Outstanding, the Trustee shall retain the Collateral securing the Indenture Issued Notes and any Hedge Agreement intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral securing Collateral, the Rated Notes and any Hedge Agreement in accordance with the Priority of Payments Section 11.1 and the provisions of Sections Articles 10, 12 and 13 unless: (i1) the Trustee Trustee, pursuant to Section 5.5(c), determines (such determinations may be based upon a certificate from the Collateral Manager) that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of relating to such sale or liquidation) would be sufficient to discharge in full the amounts Redemption Prices then due and unpaid on the Rated Notes for principal, interest (including the Class C Deferred InterestA-R Commitment Fees, Class D Deferred Interest, A-R Increased Costs and Class E Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if anyA-R Breakage Costs), Commitment Fee due and any amounts required to be paid under any Hedge Agreement, all unreimbursed Interest Advances together with interest thereon, all unreimbursed Cure Advances, all unpaid administrative expenses as limited by clause (2) of Section 11.1(a)(i) Administrative Expenses and any accrued and unpaid Hedge Payment Amounts payable Senior Collateral Management Fee (to the extent not waived by the Issuer pursuant to Collateral Manager) and the Hedge Agreements, including termination payments (assuming, for this purpose, that each Hedge Agreement has been terminated by reason of an event of default or termination Controlling Party agrees with respect to the Issuer)such determination; or (ii2) if in the Holders case of at least 66-2/3% an Event of Default described in Aggregate Outstanding Principal Amount of each Class of Notes voting as a separate Class directclauses (a), (b), (g), (h) or (i) in the definition thereof, the Controlling Party (and, unless it will be paid in full all amounts owing to it by the Issuer, the Initial Hedge Counterparty), subject to the provisions hereof, and subject to the Trustee determining that such action will not involve the Trustee incurring any liability, (unless the Trustee is indemnified to its satisfaction against any such liability) direct the sale and liquidation of the Collateral. For purposes of Section 5.5(a)(2), if the Initial Hedge Counterparty shall fail to vote to direct the sale and liquidation of the Collateral within three Business Days after written notice from the Issuer or the Trustee requesting a vote pursuant to such Section 5.5(a)(2), the Initial Hedge Counterparty shall not be entitled to participate in the vote requested by such notice. The Trustee shall give written notice of the retention of the Collateral to the Issuer, Issuer with a copy to the Co-Issuer, each Holder of the Hedge Counterparty Rated Notes and the Collateral ManagerInitial Hedge Counterparty. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (iSection 5.5(a)(1) or (ii2) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Indenture Issued Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i5.5(a)(1) exists, (i) the Trustee shall obtain bid prices with respect to each security contained in the Collateral from two nationally recognized dealers (or if it is unable in good faith to obtain such bid prices from two nationally recognized dealers, one nationally recognized dealer), as specified by the Collateral Manager in writing, which are Independent from each other and the Collateral Manager and its AffiliatesManager, at the time making a market in such securities and shall compute the anticipated proceeds of sale or liquidation on the basis of the lower of such bid prices for each such security and (ii) such condition will be deemed not to exist if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of the Controlling Class give notice to the Trustee to the effect that the Trustee has not followed the procedures set forth in this Indenture in making the relevant determinations required pursuant to Section 5.5(a)(i). For the purposes of making the determinations required pursuant to Section 5.5(a)(i), the Trustee shall apply the standards set forth in Section 9.1(b)security. In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Pledged Securities and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i5.5(a)(1) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation. The Trustee shall deliver to the Noteholders, the Collateral Managereach Hedge Counterparty, the Hedge Counterparty Rating Agencies and the Co-Issuers a report stating the results of any determination required pursuant to Section 5.5(a)(i5.5(a)(1) no later than 10 ten (10) days after making such determinationdetermination but in any event prior to the sale or liquidation of the Collateral. The Trustee shall make the determinations required by Section 5.5(a)(i5.5(a)(1) within 30 thirty (30) days after an Event of Default and at the request of a Majority of the Controlling Class Party at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i5.5(a)(1). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i5.5(a)(1), the Trustee shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Controlling Party or the Holders of the requisite Aggregate Outstanding Principal Amount percentage of any Class of Rated Notes have given any direction or notice or have agreed pursuant to Section 5.5(a), any Holder of a Rated Note of a Class or Income Notes who is also a Holder of Rated Notes of another Class or of Income Notes or any Affiliate of any such Holder shall be counted as a Holder of each such Rated Note and/or Income Note for all purposes. (d) If an Event of Default shall have occurred and be continuing at a time when no Rated Note is Outstanding (and the Commitment Period Termination Date has occurred)Outstanding, the Trustee shall retain the Collateral securing the Indenture Issued Notes and any Hedge Agreement intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Rated Notes in accordance with the Priority of Payments Section 11.1 and the provisions of Section 10 and Section 12 unless a Majority-in-Interest Majority of Preferred Shareholders the Income Noteholders direct the sale and liquidation of the Collateral. (e) If an Event of Default occurs and is continuing and prior to the Mandatory Class A-R Draw Date, no Class A-R Draw may be made except with respect to Class A-R Draws to be applied to fund Future Advance Amounts related to Future Funding Assets; provided, however, if an Event of Default specified in clauses Sections 5.1(d), (g) or (h) above occurs, the undrawn Class A-R Commitments will terminate automatically without need for further action. (f) On the Mandatory Class A-R Draw Date, the Issuer (or the Collateral Manager on behalf of the Issuer) will draw on the Class A-R Notes, in an amount equal to the lesser of (x) the Aggregate Class A-R Undrawn Amount and (y) the Total Net Future Unfunded Amount, and will deposit such amount into the Future Funding Asset Account in accordance with Section 17.1(c). Immediately following such draw, the Class A-R Commitments will terminate. The amounts on deposit in the Future Funding Asset Account may only be applied to fund Future Advance Amounts or on the date on which the Notes are redeemed in full, shall be transferred to the Collateral Principal Collection sub-account of the Collection Account and distributed pursuant to the Priority of Payments; provided, that to the extent that the amounts then on deposit in the Future Funding Asset Account exceed the Total Unfunded Future Advance Amount, the Collateral Manager may direct the Trustee to transfer such excess to the Collection Account as Collateral Principal Collections in accordance with the Priority of Payments.

Preservation of Collateral. (a) If an Event of Default shall have occurred and be continuing when any Class of Notes is Outstanding (and the Commitment Period Termination Date has not occurred), the Trustee shall retain the Collateral securing the Notes and the Treasury Strip Collateral securing the Class P-1 Combination Securities, the Class P-2 Combination Securities and the Class P-3 Combination Securities intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral securing the Notes and the Treasury Strip Collateral securing the Class P-1 Combination Securities, the Class P-2 Combination Securities and the Class P-3 Combination Securities in accordance with the Priority of Payments and the provisions of Sections 10, 12 and 13 unless: (i) the Trustee determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and unpaid on the Notes for principal, interest (including Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest, Class F Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if any), Commitment Fee due and unpaid administrative expenses as limited by clause (2) of Section 11.1(a)(i) and any accrued and unpaid Hedge Payment Amounts payable by the Issuer pursuant to the Hedge Agreements, including termination payments (assuming, for this purpose, that each Hedge Agreement has been terminated by reason of an event of default or termination with respect to the Issuer); or (ii) if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of each Class of Notes voting as a separate Class direct, subject to the provisions hereof, the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral or the Treasury Strip Collateral to the Issuer, with a copy to the Co-Issuer, the Hedge Counterparty and the Collateral Manager. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes and the Treasury Strip Collateral securing the Class P-1 Combination Securities, the Class P-2 Combination Securities and the Class P-3 Combination Securities if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, (i) the Trustee shall obtain bid prices with respect to each security contained in the Collateral from two nationally recognized dealers, as specified by the Collateral Manager in writing, which are Independent from each other and the Collateral Manager and its Affiliates, at the time making a market in such securities and shall compute the anticipated proceeds of sale or liquidation on the basis of the lower of such bid prices for each such security and (ii) such condition will be deemed not to exist if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of the Controlling Class give notice to the Trustee to the effect that the Trustee has not followed the procedures set forth in this Indenture in making the relevant determinations required pursuant to Section 5.5(a)(i). For the purposes of making the determinations required pursuant to Section 5.5(a)(i), the Trustee shall apply the standards set forth in Section 9.1(b). In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Pledged Securities and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation. The Trustee shall deliver to the Noteholders, the Collateral Manager, the Hedge Counterparty and the Co-Issuers a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after making such determination. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of a Majority of the Controlling Class at any time during which the Trustee retains the Collateral or Treasury Strip Collateral pursuant to Section 5.5(a)(i). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i), the Trustee shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Principal Amount of any Class of Notes have given any direction or notice or have agreed pursuant to Section 5.5(a), any Holder of a Note of a Class who is also a Holder of Notes of another Class or any Affiliate of any such Holder shall be counted as a Holder of each such Note for all purposes. (d) If an Event of Default shall have occurred and be continuing at a time when no Note is Outstanding (and the Commitment Period Termination Date has occurred), the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Section 10 and Section 12 unless a Majority-in-Interest of Preferred Shareholders direct the sale and liquidation of the Collateral.

Preservation of Collateral. Following the occurrence of a Default or an Event of Default, in addition to the rights and remedies set forth in Section 11.1, the Agent may at any time take such steps as the Agent deems necessary to protect the Agent’s interest in and to preserve the Collateral, including (a) If the hiring of such security guards or the placing of other security protection measures as the Agent may deem appropriate; (b) employing and maintaining at any of any Loan Party’s premises a custodian who shall have full authority to do all acts necessary to protect the Agent’s interests in the Collateral; (c) leasing warehouse facilities to which the Agent may move all or part of the Collateral; and (d) using any Loan Party’s owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral. The Agent shall have, and is hereby granted by the Loan Parties to the fullest extent that the Loan Parties can provide such grant, a right of ingress and egress to any Real Property where the Collateral is located, and may proceed over and through any such Real Property. Each Loan Party shall cooperate fully with all of the Agent’s efforts to preserve the Collateral as permitted in the first sentence of this Section 4.4 and will take such actions to preserve the Collateral as the Agent may direct. The Agent is hereby authorized by the Loan Parties, the Lenders, and the Issuer, from time to time in the Agent’s sole discretion, (a) after the occurrence of a Default or an Event of Default shall Default, or (b) at any time that any of the other applicable conditions precedent set forth in Section 8.2 hereof have occurred not been satisfied, to make Revolving Loans to the Borrowers which the Agent, in its sole discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Advances and be continuing when other Obligations, or (iii) to pay any Class other amount chargeable to the Borrowers pursuant to the terms of Notes is Outstanding (and this Agreement. All of the Commitment Period Termination Date has not occurred), the Trustee shall retain Agent’s expenses of preserving the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral securing the Notes in accordance with the Priority of Payments and foregoing, including any expenses relating to the provisions of Sections 10, 12 and 13 unless: (i) the Trustee determines that the anticipated proceeds bonding of a sale or liquidation custodian, shall be charged to the Loan Account as a Revolving Loan that is a Base Rate Loan and added to the Obligations. With respect to custody, safekeeping and physical preservation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and unpaid on the Notes for principal, interest (including Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if any), Commitment Fee due and unpaid administrative expenses as limited by clause (2) of Section 11.1(a)(i) and any accrued and unpaid Hedge Payment Amounts payable by the Issuer pursuant to the Hedge Agreements, including termination payments (assuming, for this purpose, that each Hedge Agreement has been terminated by reason of an event of default or termination with respect to the Issuer); or (ii) if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of each Class of Notes voting as a separate Class direct, subject to the provisions hereofits possession, the sale and liquidation of the Collateral. The Trustee Agent shall give written notice of the retention of deal with the Collateral to the Issuer, with a copy to the Co-Issuer, the Hedge Counterparty and the Collateral Manager. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, (i) the Trustee shall obtain bid prices with respect to each security contained in the Collateral from two nationally recognized dealers, same manner as specified by the Collateral Manager in writing, which are Independent from each other and the Collateral Manager and its Affiliates, at the time making a market in such securities and shall compute the anticipated proceeds of sale or liquidation on the basis of the lower of such bid prices Agent deals with similar property for each such security and (ii) such condition will be deemed not to exist if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of the Controlling Class give notice to the Trustee to the effect that the Trustee has not followed the procedures set forth in this Indenture in making the relevant determinations required pursuant to Section 5.5(a)(i). For the purposes of making the determinations required pursuant to Section 5.5(a)(i), the Trustee shall apply the standards set forth in Section 9.1(b). In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Pledged Securities and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation. The Trustee shall deliver to the Noteholders, the Collateral Manager, the Hedge Counterparty and the Co-Issuers a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after making such determination. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of a Majority of the Controlling Class at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i), the Trustee shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Principal Amount of any Class of Notes have given any direction or notice or have agreed pursuant to Section 5.5(a), any Holder of a Note of a Class who is also a Holder of Notes of another Class or any Affiliate of any such Holder shall be counted as a Holder of each such Note for all purposessimilarly situated borrowers. (d) If an Event of Default shall have occurred and be continuing at a time when no Note is Outstanding (and the Commitment Period Termination Date has occurred), the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Section 10 and Section 12 unless a Majority-in-Interest of Preferred Shareholders direct the sale and liquidation of the Collateral.

Preservation of Collateral. (a) If an Event of --------------------------- Default shall have occurred and be continuing when any Class of the Notes is Outstanding (and the Commitment Period Termination Date has not occurred)Outstanding, the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts Accounts in respect of the Collateral securing and the Notes in accordance with the Priority of Payments and the provisions of Sections 10, 12 Articles X and 13 unlessXII unless either: (i) the Trustee (or an Independent investment banking firm of national standing selected by the Trustee) determines that the anticipated proceeds of a sale Sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale Sale or liquidation) would be sufficient to discharge in full the amounts then due and unpaid on the Notes for principal, interest (including Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if any), Commitment Fee and due and unpaid administrative expenses Mandatory Expenses as limited by clause subclause (2A) of Section 11.1(a)(i) 11.01(a)(i), and any accrued and unpaid Hedge Payment Amounts payable by a Majority of the Issuer pursuant to the Hedge Agreements, including termination payments (assuming, for this purpose, that each Hedge Agreement has been terminated by reason of an event of default or termination Controlling Class agrees with respect to the Issuer)such determination; or (ii) if the Holders of at least 66-2/3% in a Special Majority of the Aggregate Outstanding Principal Amount of each Class of Notes or the Liquidity Facility Provider, voting as a separate Class directClasses, subject to direct the provisions hereof, the sale Sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer, with a copy to the Co-Issuer, the Hedge Counterparty and the Collateral Manager. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a5.05(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a5.05(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i5.05(a)(i) exists, (i) the Trustee shall obtain bid prices with respect to each security Security contained in the Collateral from two (2) Independent nationally recognized dealers, as specified by the Collateral Manager Servicer in writing, which are Independent from each other and the Collateral Manager and its AffiliatesServicer, at the time making a market in such securities and shall compute the anticipated proceeds of sale or liquidation on the basis of the lower of such bid prices for each such security and (ii) such condition will be deemed not to exist if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of the Controlling Class give notice to the Trustee to the effect that the Trustee has not followed the procedures set forth in this Indenture in making the relevant determinations required pursuant to Section 5.5(a)(i). For the purposes of making the determinations required pursuant to Section 5.5(a)(i), the Trustee shall apply the standards set forth in Section 9.1(b)Security. In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Pledged Securities Collateral Interests and the execution of a sale Sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i5.05(a)(i) exists, the Trustee may retain and rely on shall be provided with an opinion of an Independent investment banking firm of national reputation. The Trustee shall deliver to the Noteholders, the Collateral Manager, the Hedge Counterparty and the Co-Issuers a report stating the results of any determination required pursuant to Section 5.5(a)(i. (i) no later than 10 ten (10) days after making such determinationdetermination but in any case after such Sale. The Trustee shall make the determinations required by Section 5.5(a)(i5.05(a)(i) within 30 days after an Event of Default and at the request of a Majority of the Controlling Class or the Liquidity Facility Provider at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i5.05 (a) (i). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i5.05(a)(i), the Trustee shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Principal Amount of any Class of Notes have given any direction or notice or have agreed pursuant to Section 5.5(a5.05(a), any Holder of a Note Class of a Class Notes who is also a Holder of Notes of another Class of Notes or any Affiliate of any such Holder shall be counted as a Holder of each such Note for all purposes. (d) If an Event of Default shall have occurred and be continuing at a time when no Note is Outstanding (and the Commitment Period Termination Date has occurred)Notes are Outstanding, the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts Accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Section 10 and Section 12 Article X unless a Majority-in-Interest Majority of Preferred Shareholders Units direct the sale Sale and liquidation of the Collateral.

Preservation of Collateral. Following the occurrence and during the continuance of an Event of Default, in addition to the rights and remedies set forth in Section 11.1, the Lender may at any time take such steps as the Lender deems necessary to protect the Lender’s interest in and to preserve the Collateral, including (a) If the hiring of such security guards or the placing of other security protection measures as the Lender may deem appropriate; (b) employing and maintaining at any of any Loan Party’s premises a custodian who shall have full authority to do all acts necessary to protect the Lender’s interests in the Collateral; (c) leasing warehouse facilities to which the Lender may move all or part of the Collateral; and (d) using any Loan Party’s owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral. The Lender shall have, and is hereby granted, a right of ingress and egress to the places where the Collateral is located, and may proceed over and through any of any Loan Party’s Real Property. Each Loan Party shall cooperate fully with all of the Lender’s efforts to preserve the Collateral as permitted in the foregoing sentence and will take such actions to preserve the Collateral as the Lender may direct. The Lender is hereby authorized by the Loan Parties and the Issuer, from time to time in the Lender’s sole discretion, (a) after the occurrence of a Default or an Event of Default shall Default, or (b) at any time that any of the other applicable conditions precedent set forth in Section 8.2 hereof have occurred not been satisfied, to make Revolving Loans to the Borrowers which the Lender, in its sole discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Advances and be continuing when other Obligations, or (iii) to pay any Class other amount chargeable to the Borrowers pursuant to the terms of Notes is Outstanding (and this Agreement. All of the Commitment Period Termination Date has not occurred), the Trustee shall retain Lender’s expenses of preserving the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral securing the Notes in accordance with the Priority of Payments and the provisions of Sections 10, 12 and 13 unless: (i) the Trustee determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and unpaid on the Notes for principal, interest (including Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if any), Commitment Fee due and unpaid administrative expenses as limited by clause (2) of Section 11.1(a)(i) and any accrued and unpaid Hedge Payment Amounts payable by the Issuer pursuant to the Hedge Agreementsforegoing, including termination payments (assuming, for this purpose, that each Hedge Agreement has been terminated by reason of an event of default or termination with respect to the Issuer); or (ii) if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of each Class of Notes voting as a separate Class direct, subject to the provisions hereof, the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer, with a copy to the Co-Issuer, the Hedge Counterparty and the Collateral Manager. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, (i) the Trustee shall obtain bid prices with respect to each security contained in the Collateral from two nationally recognized dealers, as specified by the Collateral Manager in writing, which are Independent from each other and the Collateral Manager and its Affiliates, at the time making a market in such securities and shall compute the anticipated proceeds of sale or liquidation on the basis of the lower of such bid prices for each such security and (ii) such condition will be deemed not to exist if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of the Controlling Class give notice to the Trustee to the effect that the Trustee has not followed the procedures set forth in this Indenture in making the relevant determinations required pursuant to Section 5.5(a)(i). For the purposes of making the determinations required pursuant to Section 5.5(a)(i), the Trustee shall apply the standards set forth in Section 9.1(b). In addition, for the purposes of determining issues expenses relating to the execution bonding of a sale or liquidation of custodian, shall be charged to the Pledged Securities and the execution Loan Account as a Revolving Loan of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain Base Rate Loan and rely on an opinion of an Independent investment banking firm of national reputation. The Trustee shall deliver added to the Noteholders, the Collateral Manager, the Hedge Counterparty and the Co-Issuers a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after making such determination. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of a Majority of the Controlling Class at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i), the Trustee shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Principal Amount of any Class of Notes have given any direction or notice or have agreed pursuant to Section 5.5(a), any Holder of a Note of a Class who is also a Holder of Notes of another Class or any Affiliate of any such Holder shall be counted as a Holder of each such Note for all purposesObligations. (d) If an Event of Default shall have occurred and be continuing at a time when no Note is Outstanding (and the Commitment Period Termination Date has occurred), the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Section 10 and Section 12 unless a Majority-in-Interest of Preferred Shareholders direct the sale and liquidation of the Collateral.

Preservation of Collateral. (a) If Notwithstanding anything to the contrary herein, if an Event of Default shall have occurred and be continuing when any Class of the Notes is Outstanding (and the Commitment Period Termination Date has not occurred)are Outstanding, the Trustee shall (except as otherwise expressly permitted or required under this Indenture) retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral securing the Notes in accordance with the Priority of Payments and the provisions of Sections 10, 12 and 13 unless: (i) the Trustee determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and unpaid on the Notes for principal, interest (including Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if any), Commitment Fee due and unpaid administrative expenses as limited by clause (2) of Section 11.1(a)(i) and any accrued and unpaid Hedge Payment Amounts payable by the Issuer pursuant to the Hedge Agreements, including termination payments (assuming, for this purpose, that each Hedge Agreement has been terminated by reason of an event of default or termination with respect to the Issuer); or (ii) if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of each Class of Notes voting as a separate Class direct, subject to the provisions hereof, the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer, with a copy to the Co-Issuer, the Hedge Counterparty and the Collateral Manager. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, (i) the Trustee shall obtain bid prices with respect to each security contained in the Collateral from two nationally recognized dealers, as specified by the Collateral Manager in writing, which are Independent from each other and the Collateral Manager and its Affiliates, at the time making a market in such securities and shall compute the anticipated proceeds of sale or liquidation on the basis of the lower of such bid prices for each such security and (ii) such condition will be deemed not to exist if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of the Controlling Class give notice to the Trustee to the effect that the Trustee has not followed the procedures set forth in this Indenture in making the relevant determinations required pursuant to Section 5.5(a)(i). For the purposes of making the determinations required pursuant to Section 5.5(a)(i), the Trustee shall apply the standards set forth in Section 9.1(b). In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Pledged Securities and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation. The Trustee shall deliver to the Noteholders, the Collateral Manager, the Hedge Counterparty and the Co-Issuers a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after making such determination. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of a Majority of the Controlling Class at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i), the Trustee shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Principal Amount of any Class of Notes have given any direction or notice or have agreed pursuant to Section 5.5(a), any Holder of a Note of a Class who is also a Holder of Notes of another Class or any Affiliate of any such Holder shall be counted as a Holder of each such Note for all purposes. (d) If an Event of Default shall have occurred and be continuing at a time when no Note is Outstanding (and the Commitment Period Termination Date has occurred), the Trustee shall retain the Collateral securing the Notes intactNotes, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Articles 10, 12 and 13 and shall not sell or liquidate the Collateral, unless either: (i) the Trustee, pursuant to Section 10 5.5(c), determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and Section 12 unless unpaid on the Notes, Company Administrative Expenses due and payable pursuant to the Priority of Payments, the Collateral Manager Fees due and payable pursuant to the Priority of Payments and amounts due and payable to the Backup Advancing Agent and the Advancing Agent, in that order, in respect of unreimbursed Interest Advances and Reimbursement Interest, and the holders of a Majority-in-Interest Majority of Preferred Shareholders direct the Controlling Class agrees with such determination; or (ii) the Holders of at least 66⅔% of the Aggregate Outstanding Amount of each Class of Notes (each voting as a separate Class) direct, subject to the provisions of this Indenture, the sale and liquidation of all or a portion of the Collateral. In the event of a sale of a portion of the Collateral pursuant to clause (ii) above, the Special Servicer on behalf of the Trustee shall sell those Collateral identified by requisite Noteholders pursuant to a written direction in form and substance satisfactory to the Trustee and all proceeds of such sale shall be distributed in the order set forth in Section 11.1(a)(iii). The Trustee shall give written notice of the retention of the Collateral to the Issuer, the Co-Issuer, the Collateral Manager and the Rating Agency. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) above exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) To assist the Trustee in determining whether the condition specified in Section 5.5(a)(i) exists, the Collateral Manager shall obtain bid prices with respect to each Pledged Mortgage Loan from two dealers (Independent of the Collateral Manager and any of its Affiliates) at the time making a market in such Mortgage Loans (or, if there is only one market maker, then the Collateral Manager shall obtain a bid price from that market maker or, if no market maker, from a pricing service). The Collateral Manager shall compute the anticipated proceeds of sale or liquidation on the basis of the lowest of such bid prices for each such Pledged Mortgage Loan and provide the Trustee with the results thereof. For the purposes of determining issues relating to the market value of any Pledged Mortgage Loan and the execution of a sale or other liquidation thereof, the Trustee may, but need not, retain at the expense of the Issuer and rely on an opinion of an Independent investment banking firm of national reputation in connection with a determination (notwithstanding that such opinion will not be the basis for such determination) as to whether the condition specified in Section 5.5(a)(i) exists. The Trustee shall make available to Privileged Persons a report stating the results of any determination required to be made pursuant to Section 5.5(a)(i) on the Trustee’s Website.

Preservation of Collateral. (a) If Notwithstanding anything to the contrary herein, if an Event of Default shall have occurred and be continuing when any Class of Notes is Outstanding (and the Commitment Period Termination Date has not occurred), the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral securing the Notes in accordance with the Priority of Payments and the provisions of Sections 10, 12 and 13 unless: (i) the Trustee determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and unpaid on the Notes for principal, interest (including Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if any), Commitment Fee due and unpaid administrative expenses as limited by clause (2) of Section 11.1(a)(i) and any accrued and unpaid Hedge Payment Amounts payable by the Issuer pursuant to the Hedge Agreements, including termination payments (assuming, for this purpose, that each Hedge Agreement has been terminated by reason of an event of default or termination with respect to the Issuer); or (ii) if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of each Class of Notes voting as a separate Class direct, subject to the provisions hereof, the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer, with a copy to the Co-Issuer, the Hedge Counterparty and the Collateral Manager. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, (i) the Trustee shall obtain bid prices with respect to each security contained in the Collateral from two nationally recognized dealers, as specified by the Collateral Manager in writing, which are Independent from each other and the Collateral Manager and its Affiliates, at the time making a market in such securities and shall compute the anticipated proceeds of sale or liquidation on the basis of the lower of such bid prices for each such security and (ii) such condition will be deemed not to exist if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of the Controlling Class give notice to the Trustee to the effect that the Trustee has not followed the procedures set forth in this Indenture in making the relevant determinations required pursuant to Section 5.5(a)(i). For the purposes of making the determinations required pursuant to Section 5.5(a)(i), the Trustee shall apply the standards set forth in Section 9.1(b). In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Pledged Securities and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation. The Trustee shall deliver to the Noteholders, the Collateral Manager, the Hedge Counterparty and the Co-Issuers a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after making such determination. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of a Majority of the Controlling Class at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i), the Trustee shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Principal Amount of any Class of Notes have given any direction or notice or have agreed pursuant to Section 5.5(a), any Holder of a Note of a Class who is also a Holder of Notes of another Class or any Affiliate of any such Holder shall be counted as a Holder of each such Note for all purposes. (d) If an Event of Default shall have occurred and be continuing at a time when no Note is Outstanding (and the Commitment Period Termination Date has occurred)Outstanding, the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Articles 10, 12 and 13 unless: (i) the Trustee, pursuant to Section 5.5(c), determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and unpaid on the Notes (including Class AR Commitment Fees), Company Administrative Expenses due and payable pursuant to clauses (3) and (42) of Section 11.1(a)(i) and clauses (1) and (23) of Section 11.1(a)(ii), the Senior Collateral Management Fees due and payable pursuant to clause (4) of Section 11.1(a)(i), the Subordinate Collateral Management Fees due and payable pursuant to clause (43) of Section 11.1(a)(i), any amounts due and unpaid to each Hedge Counterparty and the Upfront Swap Counterparty, including without limitation, any payments (however described) due and payable by the Issuer under each Hedge Agreement and the Upfront Swap Agreement upon a termination of such Hedge Agreement and the Upfront Swap Agreement (including any interest that may accrue thereon), any amounts due and unpaid to any Synthetic Asset, including without limitation, any payments due and payable by the Issuer under such Synthetic Asset upon a termination of such Synthetic Asset (including any interest that may accrue thereon), amounts due and payable to the Advancing Agent and the Trustee, in its capacity as Backup Advancing Agent, in respect of unreimbursed Interest Advances and Reimbursement Interest, and amounts due and payable to the Collateral Manager in respect of unreimbursed Cure Advances, and the Controlling Class agrees with such determination; or (ii) the Holders of 66 2/3% of the Aggregate Outstanding Amount of each Class of Notes (each voting as a separate Class) (and each Hedge Counterparty, unless each shall be paid in full the amounts due and unpaid, including, without limitation, any payments (however described) due and payable by the Issuer under each Hedge Agreement upon a termination of such Hedge Agreement (including any interest that may accrue thereon), the Upfront Swap Counterparty, unless it shall be paid in full the amounts due and unpaid, including, without limitation, any payments due and payable by the Issuer under the Upfront Swap Agreement upon a termination of the Upfront Swap Agreement (including any interest that may accrue thereon) and any Synthetic Asset Counterparty, unless it shall be paid in full the amounts due and unpaid, including, without limitation, any payments due and payable by the Issuer under such Synthetic Asset upon a termination of such Synthetic Asset (including any interest that may accrue thereon)), direct, subject to the provisions of this Indenture, the sale and liquidation of the Collateral; or (iii) so long as MBIA or the Senior Class A Notes are the Controlling Class, if the Event of Default that has occurred and is continuing is an Event of Default specified in clause (a), (b) or (j) of the definition thereof, the Controlling Class or, if MBIA is no longer the Controlling Class, the holders of more than 50% of the Aggregate Outstanding Amount of the Senior Class A Notes (and each Hedge Counterparty, unless each shall be paid in full the amounts due and unpaid, including, without limitation, any payments (however described) due and payable by the Issuer under each Hedge Agreement upon a termination of such Hedge Agreement (including any interest that may accrue thereon), the Upfront Swap Counterparty, unless it shall be paid in full the amounts due and unpaid, including, without limitation, any payments (however described) due and payable by the Issuer under the Upfront Swap Agreement upon a termination of the Upfront Swap Agreement (including any interest that may accrue thereon) and any Synthetic Asset Counterparty, unless it shall be paid in full the amounts due and unpaid, including, without limitation, any payments due and payable by the Issuer under such Synthetic Asset upon a termination of such Synthetic Asset (including any interest that may accrue thereon)), direct, subject to the provisions of this Indenture, the sale and liquidation of the Collateral. If any of (i), (ii) or (iii) is satisfied, the Trustee shall liquidate the Collateral and terminate each Hedge Agreement and each Synthetic Asset and, on the second Business Day following the Business Day on which the Trustee notifies the Issuer, the Collateral Manager, each Hedge Counterparty, each Synthetic Asset Counterparty, the Upfront Swap Counterparty, MBIA and each Rating Agency that such liquidation and termination is completed, apply the proceeds thereof in accordance with the Priority of Payments. If the Collateral is not liquidated pursuant to the above provisions, the Trustee shall give written notice of the retention of the Collateral to the Issuer, the Co-Issuer, the Collateral Manager, the Upfront Swap Counterparty, MBIA, each Hedge Counterparty and each Synthetic Asset Counterparty and the Rating Agencies. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i), (ii) or (iii) above exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, the Collateral Manager shall obtain bid prices with respect to each Pledged Collateral Interest from two dealers (Independent of the Collateral Manager and any of its Affiliates) at the time making a market in such Pledged Collateral Interests (or, if there is only one market maker, then the Collateral Manager shall obtain a bid price from that market maker or, if no market maker, from a pricing service). The Collateral Manager shall compute the anticipated proceeds of sale or liquidation on the basis of the lowest of such bid prices for each such Pledged Collateral Interest. For the purposes of determining issues relating to the Market Value of the Pledged Collateral Interest and the execution of a sale or other liquidation thereof, the Trustee may, but need not, retain at the expense of the Issuer and rely on an opinion of an Independent investment banking firm of national reputation in connection with a determination (notwithstanding that such opinion will not be the basis for such determination) as to whether the condition specified in Section 5.5(a)(i) exists. The Trustee shall promptly deliver to the Noteholders, the Upfront Swap Counterparty, each Hedge Counterparty and each Synthetic Asset Counterparty a report stating the results of any determination required to be made pursuant to Section 5.5(a)(i). The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default if requested by a Majority of the Controlling Class. (d) If an Event of Default shall have occurred and be continuing at a time when no Notes are Outstanding and all amounts due and unpaid under the Upfront Swap Counterparty, each Hedge Agreement and each Synthetic Asset have been paid in full, the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Article 10 and Section Article 12 unless a Majority-in-Interest Majority of Preferred Shareholders the Income Noteholders direct the sale and liquidation of the Collateral.

Preservation of Collateral. (a) If an Event of Default shall have occurred Each Note Party will safeguard and be continuing when any Class of Notes is Outstanding (protect all Collateral for Agent’s and the Commitment Period Termination Date has not occurred), the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral securing the Notes in accordance with the Priority of Payments and the provisions of Sections 10, 12 and 13 unless: (i) the Trustee determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and unpaid on the Notes for principal, interest (including Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if any), Commitment Fee due and unpaid administrative expenses as limited by clause (2) of Section 11.1(a)(i) and any accrued and unpaid Hedge Payment Amounts payable by the Issuer pursuant other Secured Parties’ general account. In addition to the Hedge Agreementsrights and remedies set forth in Section 11.1 hereof, including termination payments (assuming, for this purpose, that each Hedge Agreement has been terminated by reason of an event of default or termination with respect to the Issuer); or (ii) if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of each Class of Notes voting as a separate Class directAgent, subject to the provisions hereofABL/Term Intercreditor Agreement: (a) may at any time take such steps as the Agent deems necessary in the exercise of its Permitted Discretion to protect Agent’s interest in and to preserve the Collateral, including upon the occurrence and during the continuance of an Event of Default, the sale hiring of such security guards or the placing of other security protection measures as Agent or the Required Noteholders may deem appropriate; (b) upon the occurrence and liquidation during the continuance of an Event of Default, may employ and maintain at any of each Note Party’s premises a custodian who shall have full authority to do all acts necessary to protect Agent’s interests in the Collateral; (c) upon the occurrence and during the continuance of an Event of Default, may lease warehouse facilities to which Agent may move all or part of the Collateral. The Trustee ; (d) upon the occurrence and during the continuance of an Event of Default, may use any Note Party’s owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral; and (e) shall give written notice have, and is hereby granted, a right of ingress and egress to the places where the Collateral is located, and may proceed over and through any of Note Parties’ owned or leased property, subject to the rights of the retention landlords of the Collateral any leased Real Property. Subject to the Issuerother provisions of this Agreement regarding Note Parties’ maintenance of Collateral, each Note Party shall cooperate with a copy to the Co-Issuer, the Hedge Counterparty and the Collateral Manager. So long as such Event all of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee Agent’s efforts to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, (i) the Trustee shall obtain bid prices with respect and will take such actions to each security contained in preserve the Collateral from two nationally recognized dealers, as specified by are necessary or as the Collateral Manager Agent may direct in writing, which are Independent from each other and the Collateral Manager and its Affiliates, at the time making a market in such securities and shall compute the anticipated proceeds of sale or liquidation on the basis of the lower of such bid prices for each such security and (ii) such condition will be deemed not to exist if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of the Controlling Class give notice to the Trustee to the effect that the Trustee has not followed the procedures set forth in this Indenture in making the relevant determinations required pursuant Permitted Discretion. Subject to Section 5.5(a)(i). For 16.9, all of Agent’s and Noteholders’ expenses of preserving the purposes of making the determinations required pursuant to Section 5.5(a)(i)Collateral, the Trustee shall apply the standards set forth in Section 9.1(b). In addition, for the purposes of determining issues including any expenses relating to the execution bonding of a sale or liquidation of the Pledged Securities and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) existscustodian, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation. The Trustee shall deliver be added to the Noteholders, the Collateral Manager, the Hedge Counterparty and the Co-Issuers a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after making such determination. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of a Majority of the Controlling Class at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i), the Trustee shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Principal Amount of any Class of Notes have given any direction or notice or have agreed pursuant to Section 5.5(a), any Holder of a Note of a Class who is also a Holder of Notes of another Class or any Affiliate of any such Holder shall be counted as a Holder of each such Note for all purposesObligations. (d) If an Event of Default shall have occurred and be continuing at a time when no Note is Outstanding (and the Commitment Period Termination Date has occurred), the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Section 10 and Section 12 unless a Majority-in-Interest of Preferred Shareholders direct the sale and liquidation of the Collateral.

Preservation of Collateral. Each Borrower will safeguard and protect all Collateral for Agent’s general account. In addition to the rights and remedies set forth in Section 11.1 hereof, Agent: (a) If may at any time take such steps as Agent deems necessary in the exercise of its Permitted Discretion to protect Agent’s interest in and to preserve the Collateral, including after the occurrence and during the continuance of an Event of Default Default, the hiring of such security guards or the placing of other security protection measures as Agent may deem appropriate; (b) after the occurrence and during the continuance of an Event of Default, may employ and maintain at any of each Borrower’s premises a custodian who shall have occurred full authority to do all acts necessary to protect Agent’s interests in the Collateral; (c) after the occurrence and be continuing when during the continuance of a Default or Event of Default, may lease warehouse facilities to which Agent may move all or part of the Collateral; (d) after the occurrence and during the continuance of an Event of Default, may use any Class Borrower’s owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral; and (e) subject to Section 4.10 hereof, shall have, and is hereby granted, a right of Notes is Outstanding (ingress and egress to the Commitment Period Termination Date has not occurred), the Trustee shall retain places where the Collateral securing the Notes intactis located, collect and cause the collection may proceed over and through any of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral securing the Notes in accordance with the Priority of Payments and the provisions of Sections 10, 12 and 13 unless: (i) the Trustee determines that the anticipated proceeds of a sale Borrowers’ owned or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and unpaid on the Notes for principal, interest (including Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if any), Commitment Fee due and unpaid administrative expenses as limited by clause (2) of Section 11.1(a)(i) and any accrued and unpaid Hedge Payment Amounts payable by the Issuer pursuant to the Hedge Agreements, including termination payments (assuming, for this purpose, that each Hedge Agreement has been terminated by reason of an event of default or termination with respect to the Issuer); or (ii) if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of each Class of Notes voting as a separate Class directleased property, subject to the provisions hereofrights of the landlords of any leased Real Property and, if applicable, the sale and liquidation terms of the Collateralany applicable Lien Waiver Agreement. The Trustee shall give written notice of the retention of the Collateral Subject to the Issuerother provisions of this Agreement regarding Borrowers’ maintenance of Collateral, each Borrower shall cooperate with a copy to the Co-Issuer, the Hedge Counterparty and the Collateral Manager. So long as such Event all of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee Agent’s efforts to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, (i) the Trustee shall obtain bid prices with respect and will take such actions to each security contained in preserve the Collateral from two nationally recognized dealers, as specified by the Collateral Manager Agent may direct in writing, which are Independent from each other and the Collateral Manager and its Affiliates, at the time making a market in such securities and shall compute the anticipated proceeds of sale or liquidation on the basis of the lower of such bid prices for each such security and (ii) such condition will be deemed not to exist if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of the Controlling Class give notice to the Trustee to the effect that the Trustee has not followed the procedures set forth in this Indenture in making the relevant determinations required pursuant Permitted Discretion. Subject to Section 5.5(a)(i). For 16.9 and Section 6.19, all of Agent’s reasonable out-of-pocket expenses of preserving the purposes of making the determinations required pursuant to Section 5.5(a)(i)Collateral, the Trustee shall apply the standards set forth in Section 9.1(b). In addition, for the purposes of determining issues including any such expenses relating to the execution bonding of a sale custodian, shall be charged to Borrowers’ Account or liquidation of the Pledged Securities Sand Tiger’s Account, as applicable, as a Revolving Advance maintained as a Domestic Rate Loan and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation. The Trustee shall deliver added to the Noteholders, the Collateral Manager, the Hedge Counterparty and the Co-Issuers a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after making such determination. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of a Majority of the Controlling Class at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i), the Trustee shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Principal Amount of any Class of Notes have given any direction or notice or have agreed pursuant to Section 5.5(a), any Holder of a Note of a Class who is also a Holder of Notes of another Class or any Affiliate of any such Holder shall be counted as a Holder of each such Note for all purposesObligations. (d) If an Event of Default shall have occurred and be continuing at a time when no Note is Outstanding (and the Commitment Period Termination Date has occurred), the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Section 10 and Section 12 unless a Majority-in-Interest of Preferred Shareholders direct the sale and liquidation of the Collateral.

Preservation of Collateral. (a) If Notwithstanding anything to the contrary herein, if an Event of Default shall have occurred and be continuing when any Class of the Notes is Outstanding (and the Commitment Period Termination Date has not occurred)are Outstanding, the Trustee and the Note Administrator, as applicable, shall (except as otherwise expressly permitted or required under this Indenture) retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral securing the Notes in accordance with the Priority of Payments and the provisions of Sections 10, 12 and 13 unless: (i) the Trustee determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and unpaid on the Notes for principal, interest (including Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if any), Commitment Fee due and unpaid administrative expenses as limited by clause (2) of Section 11.1(a)(i) and any accrued and unpaid Hedge Payment Amounts payable by the Issuer pursuant to the Hedge Agreements, including termination payments (assuming, for this purpose, that each Hedge Agreement has been terminated by reason of an event of default or termination with respect to the Issuer); or (ii) if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of each Class of Notes voting as a separate Class direct, subject to the provisions hereof, the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer, with a copy to the Co-Issuer, the Hedge Counterparty and the Collateral Manager. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, (i) the Trustee shall obtain bid prices with respect to each security contained in the Collateral from two nationally recognized dealers, as specified by the Collateral Manager in writing, which are Independent from each other and the Collateral Manager and its Affiliates, at the time making a market in such securities and shall compute the anticipated proceeds of sale or liquidation on the basis of the lower of such bid prices for each such security and (ii) such condition will be deemed not to exist if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of the Controlling Class give notice to the Trustee to the effect that the Trustee has not followed the procedures set forth in this Indenture in making the relevant determinations required pursuant to Section 5.5(a)(i). For the purposes of making the determinations required pursuant to Section 5.5(a)(i), the Trustee shall apply the standards set forth in Section 9.1(b). In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Pledged Securities and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation. The Trustee shall deliver to the Noteholders, the Collateral Manager, the Hedge Counterparty and the Co-Issuers a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after making such determination. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of a Majority of the Controlling Class at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i), the Trustee shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Principal Amount of any Class of Notes have given any direction or notice or have agreed pursuant to Section 5.5(a), any Holder of a Note of a Class who is also a Holder of Notes of another Class or any Affiliate of any such Holder shall be counted as a Holder of each such Note for all purposes. (d) If an Event of Default shall have occurred and be continuing at a time when no Note is Outstanding (and the Commitment Period Termination Date has occurred), the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Articles 10, 12 and 13 and shall not sell or liquidate the Collateral, unless either: (i) the Note Administrator, pursuant to Section 10 5.5(c), determines (based upon information delivered to it in accordance with this Indenture) that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and unpaid on the Notes, Company Administrative Expenses due and payable pursuant to the Priority of Payments, the Collateral Manager Fees due and payable pursuant to the Priority of Payments and amounts due and payable to the Advancing Agent, the Backup Advancing Agent and the Trustee in respect of unreimbursed Interest Advances and Reimbursement Interest, for principal and interest (including accrued and unpaid Deferred Interest), and, upon receipt of information from Persons to whom fees are expenses are payable, all other amounts payable prior to payment of principal on the Notes due and payable pursuant to Section 12 unless 11.1(a)(iii) and the holders of a Majority-in-Interest Majority of Preferred Shareholders direct the Controlling Class agrees with such determination; or (ii) a Supermajority of each Class of Notes (each voting as a separate Class) directs the sale and liquidation of all or a portion of the Collateral. In the event of a sale of all or a portion of the Collateral pursuant to clause (ii) above, the Special Servicer on behalf of the Trustee shall sell that portion of the Collateral identified by the requisite Noteholders and all proceeds of such sale shall be remitted to the Note Administrator for distribution in the order set forth in Section 11.1(a). The Note Administrator shall give written notice of the retention of the Collateral by the Custodian to the Issuer, the Co-Issuer, the Collateral Manager, the Trustee, the Servicer, the Special Servicer and the Rating Agencies. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) above exist. (b) Nothing contained in Section 5.5(a) shall be construed to require a sale of the Collateral securing the Offered Notes if the conditions set forth in Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Offered Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, the Collateral Manager shall obtain bid prices with respect to each Collateral Interest from two dealers (Independent of the Collateral Manager and any of its Affiliates) at the time making a market in such Collateral Interests that, at that time, engage in the trading, origination or securitization of whole loans or interests therein similar to the Collateral Interests (or, if only one such dealer can be engaged, then the Collateral Manager shall obtain a bid price from such dealer or, if no such dealer can be engaged, from a pricing service). The Collateral Manager shall compute the anticipated proceeds of sale or liquidation on the basis of the lowest of such bid prices for each such Collateral Interest and provide the Trustee and the Note Administrator with the results thereof. For the purposes of determining issues relating to the market value of any Collateral Interest and the execution of a sale or other liquidation thereof, the Collateral Manager may, but need not, retain at the expense of the Issuer and rely on an opinion of an Independent investment banking firm of national reputation or other appropriate advisors (the cost of which shall be payable as a Company Administrative Expense) in connection with a determination as to whether the condition specified in Section 5.5(a)(i) exists. The Note Administrator shall promptly deliver to the Noteholders, the Servicer, the Special Servicer and the Collateral Manager, and the Note Administrator shall post to the Note Administrator’s Website, a report stating the results of any determination required to be made pursuant to Section 5.5(a)(i).

Preservation of Collateral. Borrower and Guarantor shall: (aA) If preserve the Collateral in good condition and order (ordinary wear and tear excepted) and not permit it to be abused or misused; (B) defend the Collateral against all claims and demands of all Persons other than Lender; (C) not allow any Collateral to be affixed to real estate; (D) not allow any Collateral nor any interest therein to be sold, leased or in any way transferred, except Inventory in the ordinary course of the Borrower's or Guarantor's business and obsolete Equipment and Inventory; (E) until receiving contrary instructions from Lender as may be permitted under the terms of this Agreement, collect its Accounts, contract rights, chattel paper and other debts in the ordinary course of business; (F) upon request of Lender as may be permitted under the terms of this Agreement, pay or deliver all proceeds of Accounts and all proceeds of Inventory to Lender immediately upon receipt in the identical form received without co-mingling with other property; (G) when and to the extent required by Lender as may be permitted under the terms of this Agreement, notify account debtors and obligors that their Accounts, contract rights, instruments, documents or chattel paper have been assigned to Lender and shall be paid directly to Lender; (H) take necessary steps to preserve the liability to the Borrower and the Guarantor of their account debtors, except in the ordinary course of business; (I) take any action reasonably required by Lender with reference to the Federal Assignment of Claims Act; (J) during regular business hours of Borrower and Guarantor and upon reasonable notice, allow Lender to inspect any of the Borrower's or Guarantor's properties or offices and to inspect the Collateral and copy all records relating to the Collateral and Loan and to conduct audits of Collateral levels and to inspect Borrower's and Guarantor's books and records at such intervals as Lender shall require and shall pay all costs associated with such inspections if an Event of Default shall have or Default has occurred and be is continuing when any Class of Notes is Outstanding (and the Commitment Period Termination Date has not occurred), the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral securing the Notes in accordance with the Priority of Payments and the provisions of Sections 10, 12 and 13 unless: (i) the Trustee determines that the anticipated proceeds of or if a sale Default or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and unpaid on the Notes for principal, interest (including Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if any), Commitment Fee due and unpaid administrative expenses as limited by clause (2) of Section 11.1(a)(i) and any accrued and unpaid Hedge Payment Amounts payable by the Issuer pursuant to the Hedge Agreements, including termination payments (assuming, for this purpose, that each Hedge Agreement has been terminated by reason of an event of default or termination with respect to the Issuer); or (ii) if the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of each Class of Notes voting as a separate Class direct, subject to the provisions hereof, the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer, with a copy to the Co-Issuer, the Hedge Counterparty and the Collateral Manager. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist.discovered during said inspection; (bK) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) existstransfer possession of and assign all instruments, (i) the Trustee shall obtain bid prices with respect to each security contained in the Collateral from two nationally recognized dealers, as specified by the Collateral Manager in writingdocuments and chattel paper, which are Independent from each other and the Collateral Manager and its Affiliates, at the time making a market in such securities and shall compute the anticipated proceeds of sale or liquidation on the basis part of the lower Collateral, to Lender, immediately upon request as may be permitted under the terms of such bid prices for each such this Agreement; (L) perfect a security and interest (iiusing a method reasonably satisfactory to Lender) such condition will be deemed not to exist if in goods covered by any instrument, document or chattel paper in the Holders of at least 66-2/3% in Aggregate Outstanding Principal Amount of the Controlling Class give notice to the Trustee to the effect that the Trustee has not followed the procedures set forth in this Indenture in making the relevant determinations required pursuant to Section 5.5(a)(i). For the purposes of making the determinations required pursuant to Section 5.5(a)(i), the Trustee shall apply the standards set forth in Section 9.1(b). In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Pledged Securities and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(iCollateral; (M) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation. The Trustee shall deliver to the Noteholders, the Collateral Manager, the Hedge Counterparty and the Co-Issuers a report stating the results notify Lender of any determination required pursuant material change occurring in or to Section 5.5(a)(i) no later than 10 days after making such determination. The Trustee shall make the determinations required Collateral or any material adverse change to its business or prospects, or in any material fact or circumstance warranted or represented by Section 5.5(a)(i) within 30 days after an Borrowers herein, or furnished to Lender, or if any Default or Event of Default occurs; (N) pay all costs required under the terms of this Agreement that are necessary to perform any act or duty required by this Agreement, including, but not limited to, attorneys' fees, insurance premiums, taxes and at assessments; (O) maintain such insurance as is required by Lender under Paragraph 1.9 hereof naming Lender as Loss Payee and/or Additional Insured; and (P) maintain compliance in all material respects with all Environmental Laws, including without limitation the disposition of Hazardous Substances; and (Q) maintain compliance with all laws, ordinances, rules and regulations of any governmental authority or subdivision, including without limitation all usury laws; and (R) upon request by Lender as may be permitted under the terms of this Agreement, sign or allow Lender to sign any papers necessary to obtain, preserve, enforce and liquidate this security interest in any jurisdiction and during the existence of a Majority of the Controlling Class at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i), the Trustee shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Principal Amount of any Class of Notes have given any direction Default or notice or have agreed pursuant to Section 5.5(a), any Holder of a Note of a Class who is also a Holder of Notes of another Class or any Affiliate of any such Holder shall be counted as a Holder of each such Note for all purposes. (d) If an Event of Default shall have occurred Default, Borrower and be continuing at a time when no Note is Outstanding (Guarantor hereby appoints Lender its agent and the Commitment Period Termination Date has occurred), the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Section 10 and Section 12 unless a Majorityattorney-in-Interest of Preferred Shareholders direct the sale and liquidation of the Collateralfact, irrevocable as coupled with an interest, for such purpose.