Common use of Prior Notice to Certificateholders with Respect to Certain Matters Clause in Contracts

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andor (e) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Bondholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Bondholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and (e) the appointment pursuant to the Indenture of a successor Note Bond Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Bond Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 10 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or shall not have provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute)Trust; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner, or add any provision, that would not materially adversely affect the interests of the Certificateholders; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Agent or Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansCollateral) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansCollateral); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Bondholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Bondholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; or (f) the appointment pursuant to the Indenture of a successor Note Bond Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Bond Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect Subject to the following mattersprovisions and limitations of Section 4.04, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, action with respect to the following matters the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and Holders of Certificates evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interests shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) Issuer and the compromise settlement of any actionProceeding, investigation or claim or lawsuit brought by or against the Trust (except with respect to the aforementioned Issuer, in each case other than claims or lawsuits brought by the Servicer on behalf of the Issuer for collection of cash distributions due the Receivables and owing under the Mortgage Loans)Financed Vehicles; (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust StatuteAct); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder (i) is required; required or (dii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (d) the amendment of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or to add any provision that would not materially adversely affect the interests of the Certificateholders; andor (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is not required and but such amendment materially adversely affects the interest of the Certificateholders; and; (e) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable; or (g) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Noteholder is required.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansCollateral) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansCollateral); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, (i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least 30 days and not more than 45 days before the taking of such action, and (ii) the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims other than an action to collect on a Receivable or lawsuits brought in connection with an action by the collection of cash distributions due and owing under Indenture Trustee pursuant to the Mortgage LoansIndenture) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansIndenture); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment Trust, a conformed copy of which is required to be filed under the Statutory Trust Statute)attached hereto as Exhibit B; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders; andor (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Agent or Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteAct); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affects affect the interest interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; andor (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Agent or Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. It is the intention of the Depositor and the Certificateholders that the powers and duties of the Owner Trustee are ministerial and non-ministerial; provided, however, that any non-ministerial action (including the taking of any legal action) may only be taken by the Owner Trustee in accordance with this Section 4.1. With respect to the following matters, the Owner Trustee shall not take action unless unless, (I) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Rating Agencies in writing of the proposed action and (II) Certificateholders holding not less than a majority of the Certificateholders Aggregate Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise settlement of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of any of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or to add any provision that would not materially adversely affect the interests of the Certificateholders; andor (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee Trustee, or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Note Paying Agent, Agent or Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Bond Insurer in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Bondholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Bondholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and (e) the appointment pursuant to the Indenture of a successor Note Bond Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Bond Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Bond Insurer in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Bondholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Bondholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and (e) the appointment pursuant to the Indenture of a successor Note Bond Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Bond Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is not required and but such amendment materially adversely affects the interest of the Certificateholders; and; (e) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable; or (g) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Noteholder is required.

Prior Notice to Certificateholders with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, (i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least 30 days before the taking of such action, and (ii) the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims other than an action to collect on a Receivable or lawsuits brought in connection with an action by the collection of cash distributions due and owing under Indenture Trustee pursuant to the Mortgage LoansIndenture) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansIndenture); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (dc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; and; (d) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders; (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Agent or Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable; (f) the amendment of the Pooling Agreement or the Servicing Agreement in circumstances where the consent of any Noteholder is required; or (g) the election by the Trust to file an amendment to the Certificate of Trust, a conformed copy of which is attached hereto as Exhibit B, except as permitted or required by the terms of any Basic Document.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, (i) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding not less than a majority of the Certificateholders aggregate Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise settlement of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; andor (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Agent for the Notes or Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Eligible Lender Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Eligible Lender Trustee shall have notified the Certificateholders and each of the Rating Agencies in writing of the proposed action and the Certificateholders shall not have notified the Owner Eligible Lender Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Trust Student Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (dc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; (d) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; andor (e) the appointment pursuant to the Administration Agreement of a successor Administrator, the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or the appointment pursuant to this Trust Agreement of a successor Certificate Registrar or successor Certificate Paying Agent Agent, or the consent to the assignment by the Administrator, the Note Registrar, the Paying Agent, the Indenture Trustee, the Certificate Registrar or the Certificate Paying Agent of its obligations under the Administration Agreement, the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect Subject to the following mattersprovisions and limitations of Section 4.04, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, action with respect to the following matters the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Majority Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) Issuer and the compromise settlement of any actionProceeding, investigation or claim or lawsuit brought by or against the Trust (except with respect to the aforementioned Issuer, in each case other than claims or lawsuits brought by the Servicer on behalf of the Issuer for collection of cash distributions due the Receivables and owing under the Mortgage Loans)Financed Vehicles; (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust StatuteAct); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder (i) is required; required or (dii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (d) the amendment of the Administration Agreement, except to cure any ambiguity or mistake or to amend or supplement any provision in a manner or to add any provision that would not materially adversely affect the interests of the Certificateholders; andor (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust Issuer (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any material action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, the Paying Agent, Indenture Trustee, the Trustee or the Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andor (e) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust Issuer (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any material action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (e) the amendment, change or modification of the Sale and Servicing Agreement, except to any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, the Paying Agent, Indenture Trustee, the Trustee or the Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Delaware Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Delaware Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Delaware Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Financed Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Financed Student Loans); (b) the election amendment of the Indenture by a Supplemental Indenture in circumstances where the Trust to file an amendment to the Certificate consent of Trust (unless such amendment any Holder is required to be filed under the Statutory Trust Statute)required; (c) the amendment of the Indenture by a supplemental indenture Supplemental Indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Holder is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (d) the amendment, change or modification of the Eligible Lender Trust Agreement, the Administration Agreement, any other administration agreement or any Servicing Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Trust Agreement, as applicable; (f) the consent to the calling or waiver of any default of any Basic Document; (g) the consent to the assignment by the Eligible Lender Trustee, the Indenture Trustee, the Depositor, the Issuer Administrator, any other administrator or any Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, the dissolution, termination or liquidation of the Trust, in whole or in part; (i) the merger or consolidation of the Trust with or into any other entity, or the conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (j) the causing of the Trust to incur, assume or guaranty any indebtedness other than the Notes or as set forth in this Trust Agreement or the Basic Documents; (k) doing any act that conflicts with any other Basic Document; (l) doing any act which would make it impossible to carry on the ordinary business of the Trust; (m) confessing a judgment against the Trust; (n) possessing Trust assets, or assigning the Trust’s right to property, for other than a Trust purpose; (o) changing the Trust’s purpose and powers from those set forth in this Trust Agreement; or (p) causing the Trust to lend any funds to any entity, unless permitted in this Trust Agreement or the Basic Documents. In addition, the Trust shall not commingle its assets with those of the Depositor and shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and any of its affiliates. This Trust Agreement shall be the only agreement among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Depositor. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Bondholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Bondholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and (e) the appointment pursuant to the Indenture of a successor Note Bond Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Bond Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect Subject to the following mattersprovisions and limitations of Section 4.04, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, action with respect to the following matters the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and Holders of Certificates evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) Issuer and the compromise settlement of any actionProceeding, investigation or claim or lawsuit brought by or against the Trust (except with respect to the aforementioned Issuer, in each case other than claims or lawsuits brought by the Servicer on behalf of the Issuer for collection of cash distributions due the Receivables and owing under the Mortgage Loans)Financed Vehicles; (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust StatuteAct); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder (i) is required; required or (dii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (d) the amendment of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or to add any provision that would not materially adversely affect the interests of the Certificateholders; andor (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given shall not have notified the Owner Trustee in writing that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteAct); (cb) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (dc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affects affect the interest interests of the Certificateholders; (d) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; andor (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Agent or Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, (i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least 30 days before the taking of such action, and (ii) the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loansother than an action to collect on a Receivable) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect other than an action to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loanscollect on a Receivable); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment Trust, a conformed copy of which is required to be filed under the Statutory Trust Statute)attached hereto as Exhibit B; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders; andor (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Agent or Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 10 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansContracts) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansContracts); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders of Certificates representing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit Proceeding by the Trust (except claims or lawsuits Proceedings brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit Proceeding brought by or against the Trust (except with respect to the aforementioned claims or lawsuits Proceedings for collection of cash distributions due and owing under the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of any of the Indenture by a supplemental indenture Basic Documents in circumstances where the consent of any Noteholder is required; (d) the amendment of any of the Indenture by a supplemental indenture Basic Documents in circumstances where the consent of any Noteholder is not required and such amendment materially and adversely affects the interest of the Certificateholders; and; (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (aA) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans); (bB) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (cC) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Bondholder is required; (dD) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Bondholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and (eE) the appointment pursuant to the Indenture of a successor Note Bond Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Bond Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansGrantor Trust Certificate) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansGrantor Trust Certificate); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders Holders of the Trust Certificates (with a copy to the Depositor) in writing of the proposed action and Holders of Trust Certificates holding in aggregate a 100% Percentage Interest in the Certificateholders Trust Certificates shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent consented to such action or provided alternative direction: (a) the The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansCollateral) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansCollateral); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is required; (d) the amendment or other change of the Indenture by a supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andrequired; (e) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Securityholder is required; (f) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity; (g) the amendment, change or modification of any Yield Maintenance Agreement, except to comply with the terms specified in the Prospectus; (h) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable; (i) the consent to the calling or waiver of any default of any Operative Agreement; (j) the consent to the assignment by the Indenture Trustee of its obligations under any Operative Agreement; (k) except as provided in Article VIII hereof, the dissolution, termination or liquidation of the Trust in whole or in part; (l) the merger, conversion or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (m) the incurrence, assumption or guaranty by the Trust of any indebtedness other than as set forth in this Agreement or the Operative Agreements; (n) the taking of any action which conflicts with any Operative Agreement or would make it impossible to carry on the ordinary business of the Trust or change the Trust’s purpose and powers set forth in this Agreement; (o) the confession of a judgment against the Trust; (p) the possession of the Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; or (q) the lending of funds by the Trust to any entity. The Owner Trustee shall not be obligated to procure any required prior written consent of the Noteholders to any such action and to the extent such consent is required and is not provided to the Owner Trustee, the Owner Trustee shall be under no obligation to take, or refrain from taking, any action with respect to such matters. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity. Except as expressly set forth herein, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or any of its Affiliates. The Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Operative Agreements and related documentation. The Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Operative Agreements and related documentation. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not follow the directions or instructions of the Depositor. The Trust shall conduct its own business in its own name. The Trust shall observe all formalities required under the Statutory Trust Statute. The Trust shall not hold out its credit as being available to satisfy the obligations of any other person or entity. The Trust shall not acquire the obligations or securities of its Affiliates or the Seller. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not pledge its assets for the benefit of any other person or entity. The Trust shall correct any known misunderstanding regarding its separate identity. The Trust shall not identify itself as a division of any other person or entity. For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. The Owner Trustee shall not have the power, except upon the written direction of the 100% Percentage Interest of Holders of Trust Certificates, and to the extent otherwise consistent with the Operative Agreements, to remove or replace the Indenture Trustee.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless (i) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders Certificateholders, [the Swap Counterparty,] the Administrator and the Depositor (who shall promptly forward such notice to the Rating Agencies) in writing of the proposed action and (ii) the Certificateholders Holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders the Holders have withheld consent or provided alternative direction: (ai) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise settlement of any action, proceeding, investigation, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of cash distributions due and owing under the Mortgage LoansReceivables); (bii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (ciii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (div) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; and; (ev) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (vi) [the amendment of the [Swap][Cap] Agreement (which amendment shall be made with the consent of the [Swap][Cap] Counterparty)]; or (vii) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Agent for the Notes or Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, (i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least 30 days before the taking of such action, and (ii) the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims other than an action to collect on a Receivable or lawsuits brought in connection with an action by the collection of cash distributions due and owing under Indenture Trustee pursuant to the Mortgage LoansIndenture) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansIndenture); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment Trust, a conformed copy of which is required to be filed under the Statutory Trust Statute)attached hereto as Exhibit B; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders; andor (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Agent or Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Insurer in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and Holders of Certificates representing at least a majority of the Certificateholders aggregate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andor (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Agent, or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee, the Certificate Registrar or the Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans)Trust; (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and (e) the appointment pursuant to the Indenture of a successor Note Registrar, Certificate Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent securities administrator or Indenture Trustee indenture trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent securities administrator or the consent to the assignment by the Note Registrar, Paying Agent, Securities Administrator or Indenture Trustee, Certificate Registrar or Certificate Paying Agent Trustee of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect Subject to the following mattersprovisions and limitations of Section 4.04, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, action with respect to the following matters the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and Holders of Certificates evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interests shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) Issuer and the compromise settlement of any actionProceeding, investigation or claim or lawsuit brought by or against the Trust (except with respect to the aforementioned Issuer, in each case other than claims or lawsuits brought by the Servicer on behalf of the Issuer for collection of cash distributions due the Receivables and owing under the Mortgage Loans)Financed Equipment; (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust StatuteAct); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder (i) is required; required or (dii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (d) the amendment of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or to add any provision that would not materially adversely affect the interests of the Certificateholders; andor (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Delaware Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Delaware Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Delaware Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Financed Eligible Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Financed Eligible Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (dc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (d) the amendment, change or modification of the Issuer Eligible Lender Trust Agreement, the Administration Agreement, any other administration agreement or any Servicing Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (e) the appointment pursuant to the Indenture of a successor Note Registrarnote registrar, Paying Agent paying agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrarnote registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent or Trustee or Certificate Registrar of its obligations under the Indenture or this Trust Agreement, as applicable; (f) the consent to the calling or waiver of any default of any Basic Document; (g) the consent to the assignment by the Eligible Lender Trustee, the Trustee, the Depositor, the Administrator, any Counterparty, any Custodian, any Auction Agent or any Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, the dissolution, termination or liquidation of the Trust, in whole or in part; (i) the merger or consolidation of the Trust with or into any other entity, or the conveyance or transfer of all or substantially all of the Trust's assets to any other entity; (j) the causing of the Trust to incur, assume or guaranty any indebtedness other than the Notes or as set forth in this Agreement or the Basic Documents; (k) doing any act that conflicts with any other Basic Document; (l) doing any act which would make it impossible to carry on the ordinary business of the Trust; (m) confessing a judgment against the Trust; (n) possessing Trust assets, or assigning the Trust's right to property, for other than a Trust purpose; (o) changing the Trust's purpose and powers from those set forth in this Agreement; or (p) causing the Trust to lend any funds to any entity, unless permitted in this Trust Agreement or the Basic Documents. In addition, the Trust shall not commingle its assets with those of the Depositor and shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and any of its affiliates. This Agreement and the Basic Documents shall be the only agreements among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Depositor. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Rating Agencies that have provided ratings of the Notes, in writing of the proposed action and the Certificateholders evidencing not less than 51% of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) Issuer and the compromise settlement of any action, proceeding, investigation, claim or lawsuit brought by or against the Trust Issuer, in each case (except with respect to the aforementioned claims or lawsuits for collection by the Master Servicer of cash distributions due and owing under the Mortgage LoansReceivables brought by the Issuer); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (e) the amendment of the Sale and Servicing Agreement or the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or to add any provision that would not materially adversely affect the interests of the Certificateholders; andor (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansCollateral) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansCollateral); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Bondholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Bondholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; or (f) the appointment pursuant to the Indenture of a successor Note Bond Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Bond Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders (in accordance with Section 4.5) shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have it has withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) Receivables and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteStatute or unless such amendment would not materially and adversely affect the interests of the Certificateholders); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or the Letter of Credit Provider is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or the Letter of Credit Provider is not required and such amendment materially and adversely affects the interest of the Certificateholders; andCertificateholders or the Letter of Credit Provider; (e) the appointment pursuant amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially and adversely affect the interests of the Certificateholders; (f) the consent to the Indenture calling, or waiver of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement any default of a successor Certificate Registrar or Certificate Paying Agent or any Basic Document; (g) the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar Trustee or Certificate Paying Agent the Servicer of its their respective obligations under any Basic Document; (h) except as provided in this Agreement dissolve, terminate or liquidate the Indenture Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the other Basic Documents; (k) perform any act that to the actual knowledge of a Responsible Officer of the Owner Trustee conflicts with any of the Basic Documents; (l) perform any act which would make it impossible to carry on the ordinary business of the Trust as described in this Agreement, as applicable; (m) confess a judgment against the Trust; (n) cause the Trust to lend any funds to any entity; (o) change the Trust’s purpose and powers from those enumerated in this Agreement; or (p) possess Trust assets or assign the Trust’s right to property for other than a Trust purpose.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Eligible Lender Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Eligible Lender Trustee shall have notified the Certificateholders and each of the Rating Agencies in writing of the proposed action and the Certificateholders shall not have notified the Owner Eligible Lender Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Trust Student Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (dc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (d) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (e) the amendment of any Swap Agreement in circumstances where the consent of any Noteholder is required or in circumstances where the consent of any Noteholder is not required but where such amendment materially adversely affects the interest of the Certificateholders; or (f) the appointment pursuant to the Administration Agreement of a successor Administrator, the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or the appointment pursuant to this Trust Agreement of a successor Certificate Registrar or successor Certificate Paying Agent Agent, or the consent to the assignment by the Administrator, the Note Registrar, the Paying Agent, the Indenture Trustee, the Certificate Registrar or the Certificate Paying Agent of its obligations under the Administration Agreement, the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, action the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in connection with the collection 2016-B Exchange Note to collect amounts owed under a 2016-B Lease or in respect of cash distributions due and owing under the Mortgage Loansa 2016-B Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due the 2016-B Leases and owing under the Mortgage Loans2016-B Vehicles); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust StatuteAct); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; and; (e) the amendment, change or modification of the 2016-B Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Trustee, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Note Paying Agent or Indenture Trustee of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction:: 13 (NAROT 2020-B Amended & Restated Trust Agreement) (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andor (e) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, (i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least 30 days before the taking of such action, and (ii) the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims other than an action to collect on a Receivable or lawsuits brought in connection with an action by the collection of cash distributions due and owing under Indenture Trustee pursuant to the Mortgage LoansIndenture) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansIndenture); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment Trust, a conformed copy of which is required to be filed under the Statutory Trust Statute)attached hereto as Exhibit B; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; and; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Agent or Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable; or (g) the amendment of the Pooling and Servicing Agreement in circumstances where the consent of any Noteholder is required.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder [or the [Swap Counterparty][Cap Provider]] is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andor (e) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Delaware Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Delaware Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Delaware Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Financed Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Financed Student Loans); (b) the election amendment of the Indenture by a Supplemental Indenture in circumstances where the Trust to file an amendment to the Certificate consent of Trust (unless such amendment any Holder is required to be filed under the Statutory Trust Statute)required; (c) the amendment of the Indenture by a supplemental indenture Supplemental Indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Holder is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (d) the amendment, change or modification of the Eligible Lender Trust Agreement, the Administration Agreement, any other administration agreement or any Servicing Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Trust Agreement, as applicable; (f) the consent to the calling or waiver of any default of any Basic Document; (g) the consent to the assignment by the Eligible Lender Trustee, the Indenture Trustee, the Sponsor, the Issuer Administrator, any other administrator or any Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, the dissolution, termination or liquidation of the Trust, in whole or in part; (i) the merger or consolidation of the Trust with or into any other entity, or the conveyance or transfer of all or substantially all of the Trust's assets to any other entity; (j) the causing of the Trust to incur, assume or guaranty any indebtedness other than the Notes or as set forth in this Trust Agreement or the Basic Documents; (k) doing any act that conflicts with any other Basic Document; (l) doing any act which would make it impossible to carry on the ordinary business of the Trust; (m) confessing a judgment against the Trust; (n) possessing Trust assets, or assigning the Trust's right to property, for other than a Trust purpose; (o) changing the Trust's purpose and powers from those set forth in this Trust Agreement; or (p) causing the Trust to lend any funds to any entity, unless permitted in this Trust Agreement or the Basic Documents. In addition, the Trust shall not commingle its assets with those of the Sponsor and shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Sponsor and any of its affiliates. This Trust Agreement shall be the only agreement among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Sponsor. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such the Certificateholders evidencing Percentage Interests aggregating more than 50% have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loansother than an action to collect on a Receivable) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect other than an action to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loanscollect on a Receivable); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute)Trust; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or the Swap Counterparty is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or the appointment pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Agent or Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed action and the Certificateholders and the Note Insurer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders and the Note Insurer have withheld consent or provided alternative direction:direction (provided, however, that any direction by the Certificateholders shall require the prior consent of the Note Insurer): (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or other change to this Trust Agreement or any Basic Document in circumstances where the consent of any Noteholder or the Note Insurer is required; (d) the amendment of the Indenture by a supplemental indenture or other change to this Trust Agreement or any Basic Document in circumstances where the consent of any Noteholder or the Note Insurer is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or or, pursuant to this Trust Agreement Agreement, of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.; (f) the consent to the calling or waiver of any default under any Basic Document; (g) the consent to the assignment by the Indenture Trustee or Master Servicer of their respective obligations under any Basic Document; (h) except as provided in Article VIII hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Trust Agreement; (k) perform any act that conflicts with any other Basic Document; (l) perform any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (m) confess a judgment against the Trust; (n) possess Trust assets or assign the Trust's right to property for other than a Trust purpose; (o) cause the Trust to lend any funds to any entity; or (p) change the Trust's purpose and powers from those enumerated in this Trust Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, action the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interests shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in connection with the collection 20[__]-[_] Exchange Note to collect amounts owed under a 20[__]-[_] Lease or in respect of cash distributions due and owing under the Mortgage Loansa 20[__]-[_] Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due the 20[__]-[_] Leases and owing under the Mortgage Loans20[__]-[_] Vehicles); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust StatuteAct); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; and; (e) the amendment, change or modification of the 20[__]-[_] Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Trustee, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Note Paying Agent or Indenture Trustee of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such 11 (Nissan 2015-A Amended & Restated Trust Agreement) agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andor (e) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless (i) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders Certificateholders, [the Swap Counterparty,] the Administrator and the Depositor (who shall promptly forward such notice to the Rating Agencies) in writing of the proposed action and (ii) the Certificateholders Holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders the Holders have withheld consent or provided alternative direction: (ai) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise settlement of any action, proceeding, investigation, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of cash distributions due and owing under the Mortgage LoansReceivables); (bii) [the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute);] (ciii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (div) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; and; (ev) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (vi) [the amendment of the [Swap][Cap] Agreement (which amendment shall be made with the consent of the [Swap][Cap] Counterparty)]; or (vii) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Agent for the Notes or Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, (i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least 30 days before the taking of such action, and (ii) the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims other than an action to collect on a Receivable or lawsuits brought in connection with an action by the collection of cash distributions due and owing under Indenture Trustee pursuant to the Mortgage LoansIndenture) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansIndenture); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (dc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; and; (d) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders; (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Agent, or the consent to the assignment by the Note Registrar, Paying Agent, Agent or Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable; (f) the amendment of the Pooling Agreement or the Servicing Agreement in circumstances where the consent of any Noteholder is required; or (g) the election by the Trust to file an amendment to the Certificate of Trust, a form copy of which is attached hereto as Exhibit B, except as permitted or required by the terms of any Basic Document.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Bond Insurer in writing of the proposed action and the Certificateholders and the Bond Insurer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders and the Bond Insurer have withheld consent or provided alternative direction:direction (provided, however, that any direction by the Certificateholders shall require the prior consent of the Bond Insurer): (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or other change to this Trust Agreement or any Basic Document in circumstances where the consent of any Noteholder Bondholder or the Bond Insurer is required; (d) the amendment of the Indenture by a supplemental indenture or other change to this Trust Agreement or any Basic Document in circumstances where the consent of any Noteholder Bondholder or the Bond Insurer is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (e) the appointment pursuant to the Indenture of a successor Note Bond Registrar, Paying Agent or Indenture Trustee or or, pursuant to this Trust Agreement Agreement, of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Bond Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable; (f) the consent to the calling or waiver of any default under any Basic Document; (g) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article VIII hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Trust Agreement; (k) perform any act that conflicts with any other Basic Document; (l) perform any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (m) confess a judgment against the Trust; (n) possess Trust assets or assign the Trust's right to property for other than a Trust purpose; (o) cause the Trust to lend any funds to any entity; or (p) change the Trust's purpose and powers from those enumerated in this Trust Agreement.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction:: 11 (Nissan 2014-A Amended & Restated Trust Agreement) (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andor (e) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders of Certificates representing a majority of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit Proceeding by the Trust (except claims or lawsuits Proceedings brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit Proceeding brought by or against the Trust (except with respect to the aforementioned claims or lawsuits Proceedings for collection of cash distributions due and owing under the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of any of the Indenture by a supplemental indenture Basic Documents in circumstances where the consent of any Noteholder is required; (d) the amendment of any of the Indenture by a supplemental indenture Basic Documents in circumstances where the consent of any Noteholder is not required and such amendment materially and adversely affects the interest of the Certificateholders; and; (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, action the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in connection with the collection 2016-A Exchange Note to collect amounts owed under a 2016-A Lease or in respect of cash distributions due and owing under the Mortgage Loansa 2016-A Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due the 2016-A Leases and owing under the Mortgage Loans2016-A Vehicles); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust StatuteAct); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; and; (e) the amendment, change or modification of the 2016-A Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Trustee, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Note Paying Agent or Indenture Trustee of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andor (e) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.. 12 (Nissan 2016-C Amended & Restated Trust Agreement)

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, action the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in connection with the collection 2018-B Exchange Note to collect amounts owed under a 2018-B Lease or in respect of cash distributions due and owing under the Mortgage Loansa 2018-B Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due the 2018-B Leases and owing under the Mortgage Loans2018-B Vehicles); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust StatuteAct); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; and; (e) the amendment, change or modification of the 2018-B Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Trustee, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Note Paying Agent or Indenture Trustee of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction:: 11 (Nissan 2014-B Amended & Restated Trust Agreement) (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andor (e) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With The Trustee shall not take action with respect to the following matters, unless (a) the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and at least 30 days before the taking of such action, (b) no Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction, or, if any such Certificateholders have so withheld consent or provided alternative direction, a majority, as specified in Section 5.3 hereof, shall have notified the Trustee in writing prior to such 30th day that they have consented to such action, and (c) the Rating Agency Condition is satisfied: (ai) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans)Trust; (bii) the election appointment pursuant to the Series Trust Agreement of a successor Certificate Registrar, or the consent to the assignment by the Trust to file an amendment to the Certificate Registrar of Trust (unless such amendment is required to be filed its obligations under the Statutory Series Trust Statute)Agreement; (ciii) the amendment of or other change to the Indenture by a supplemental indenture Series Trust Agreement or any Basic Document in circumstances where the consent of any Noteholder or Certificateholder is required; (div) the amendment of or other change to the Indenture by a supplemental indenture Series Trust Agreement or any Basic Document in circumstances where the consent of any Noteholder or Certificateholder is not required and such amendment materially adversely affects the interest of the Noteholders or Certificateholders; and (ev) the appointment appointment, pursuant to the Indenture Indenture, of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or pursuant to this the Series Trust Agreement Agreement, of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Agent or Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this the Series Trust Agreement, as applicable. The Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the unanimous prior approval of all Noteholders and Certificateholders and the delivery to the Trustee by each such Noteholder and Certificateholder of a certificate certifying that each such Noteholder and Certificateholder reasonably believes hat the Trust is insolvent.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing owning under the Mortgage LoansPledged Mortgages) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing owning under the Mortgage LoansPledged Mortgages); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Bondholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Bondholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; andor (e) the appointment pursuant to the Indenture of a successor Note Bond Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Bond Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders Holders of the Trust Certificates (with a copy to the Depositor) in writing of the proposed action and Holders of Trust Certificates holding in aggregate a 100% Percentage Interest in the Certificateholders Trust Certificates shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent consented to such action or provided alternative direction: (a) the The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansCollateral) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansCollateral); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is required; (d) the amendment or other change of the Indenture by a supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andrequired; (e) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Securityholder is required; (f) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity; (g) the amendment, change or modification of the Yield Maintenance Agreement, except to comply with the terms specified in the Prospectus; (h) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable; (i) the consent to the calling or waiver of any default of any Operative Agreement; (j) the consent to the assignment by the Indenture Trustee of its obligations under any Operative Agreement; (k) except as provided in Article VIII hereof, the dissolution, termination or liquidation of the Trust in whole or in part; (l) the merger, conversion or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (m) the incurrence, assumption or guaranty by the Trust of any indebtedness other than as set forth in this Agreement or the Operative Agreements; (n) the taking of any action which conflicts with any Operative Agreement or would make it impossible to carry on the ordinary business of the Trust or change the Trust’s purpose and powers set forth in this Agreement; (o) the confession of a judgment against the Trust; (p) the possession of the Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; or (q) the lending of funds by the Trust to any entity. The Owner Trustee shall not be obligated to procure any required prior written consent of the Noteholders to any such action and to the extent such consent is required and is not provided to the Owner Trustee, the Owner Trustee shall be under no obligation to take, or refrain from taking, any action with respect to such matters. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity. Except as expressly set forth herein, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or any of its Affiliates. The Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Operative Agreements and related documentation. The Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Operative Agreements and related documentation. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not follow the directions or instructions of the Depositor. The Trust shall conduct its own business in its own name. The Trust shall observe all formalities required under the Statutory Trust Statute. The Trust shall not hold out its credit as being available to satisfy the obligations of any other person or entity. The Trust shall not acquire the obligations or securities of its Affiliates or the Seller. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not pledge its assets for the benefit of any other person or entity. The Trust shall correct any known misunderstanding regarding its separate identity. The Trust shall not identify itself as a division of any other person or entity. For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. The Owner Trustee shall not have the power, except upon the written direction of the 100% Percentage Interest of Holders of Trust Certificates, and to the extent otherwise consistent with the Operative Agreements, to remove or replace the Indenture Trustee.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables);; 13 (NAROT 2025-A Amended & Restated Trust Agreement) (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andor (e) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction:: 13 (NAROT 2022-B Amended & Restated Trust Agreement) (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andor (e) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Delaware Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Delaware Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Delaware Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Financed Eligible Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Financed Eligible Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (dc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (d) the amendment, change or modification of the Eligible Lender Trust Agreement, the Administration Agreement, any other administration agreement or any Servicing Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Trust Agreement, as applicable; (f) the consent to the calling or waiver of any default of any Basic Document; (g) the consent to the assignment by the Eligible Lender Trustee, the Indenture Trustee, the Depositor, the Issuer Administrator, any other administrator or any Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, the dissolution, termination or liquidation of the Trust, in whole or in part; (i) the merger or consolidation of the Trust with or into any other entity, or the conveyance or transfer of all or substantially all of the Trust's assets to any other entity; (j) the causing of the Trust to incur, assume or guaranty any indebtedness other than the Notes or as set forth in this Agreement or the Basic Documents; (k) doing any act that conflicts with any other Basic Document; (l) doing any act which would make it impossible to carry on the ordinary business of the Trust; (m) confessing a judgment against the Trust; (n) possessing Trust assets, or assigning the Trust's right to property, for other than a Trust purpose; (o) changing the Trust's purpose and powers from those set forth in this Agreement; or (p) causing the Trust to lend any funds to any entity, unless permitted in this Trust Agreement or the Basic Documents. In addition, the Trust shall not commingle its assets with those of the Depositor and shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and any of its affiliates. This Agreement and the Basic Documents shall be the only agreements among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Depositor. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless (i) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders Certificateholders, the Administrator and the Depositor (who shall promptly forward such notice to the Rating Agencies) in writing of the proposed action and (ii) the Certificateholders Holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders the Holders have withheld consent or provided alternative direction: (ai) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise settlement of any action, proceeding, investigation, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (cii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (diii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; (iv) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; andor (ev) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Agent for the Notes or Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders of Certificates representing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit Proceeding by the Trust (except claims or lawsuits Proceedings brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit Proceeding brought by or against the Trust (except with respect to the aforementioned claims or lawsuits Proceedings for collection of cash distributions due and owing under the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of any of the Indenture by a supplemental indenture Basic Documents in circumstances where the consent of any Noteholder is required; (d) the amendment of any of the Indenture by a supplemental indenture Basic Documents in circumstances where the consent of any Noteholder is not required and such amendment materially and adversely affects the interest of the Certificateholders; and; (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, action the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in connection with the collection 2012-A Exchange Note to collect amounts owed under a 2012-A Lease or in respect of cash distributions due and owing under the Mortgage Loansa 2012-A Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due the 2012-A Leases and owing under the Mortgage Loans2012-A Vehicles); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust StatuteAct); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; and; (e) the amendment, change or modification of the 2012-A Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Trustee, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Note Paying Agent or Indenture Trustee of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andor (e) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.. 12 (Nissan 2016-B Amended & Restated Trust Agreement)

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, action the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interests shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in connection with the collection 2024-A Exchange Note to collect amounts owed under a 2024-A Lease or in respect of cash distributions due and owing under the Mortgage Loansa 2024-A Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due the 2024-A Leases and owing under the Mortgage Loans2024-A Vehicles); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust StatuteAct); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; and; (e) the amendment, change or modification of the 2024-A Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Trustee, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Note Paying Agent or Indenture Trustee of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andor (e) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.. 12 (Nissan 2016-A Amended & Restated Trust Agreement)

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction:: 11 (Nissan 2013-B Amended & Restated Trust Agreement) (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andor (e) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables);; 13 (NAROT 2023-B Amended & Restated Trust Agreement) (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andor (e) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, (i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least 30 days before the taking of such action, and (ii) the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits lawsuit brought in connection with the collection of cash distributions payments due and owing under on the Mortgage LoansContracts) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions payments due and owing under on the Mortgage LoansContracts); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute), a conformed copy of which is attached hereto as Exhibit B; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (e) the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders or in circumstances in which the Sale and Servicing Agreement expressly provides that the consent of the Certificateholders is not required; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Agent or Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andor (e) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, action the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in connection with the collection 201[__]-[__] Exchange Note to collect amounts owed under a 201[__]-[__] Lease or in respect of cash distributions due and owing under the Mortgage Loansa 201[__]-[__] Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due the 201[__]-[__] Leases and owing under the Mortgage Loans201[__]-[__] Vehicles); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust StatuteAct); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; and; (e) the amendment, change or modification of the 201[__]-[__] Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Trustee, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Note Paying Agent or Indenture Trustee of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 10 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Note Insurers in writing of the proposed action and the Certificateholders and the Note Insurer shall not have notified the Owner Trustee in writing prior to the 30th 10th day after such notice is given that such Certificateholders or the Note Insurer have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansContracts) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansContracts); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, action the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interests shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in connection with the collection 2024-B Exchange Note to collect amounts owed under a 2024-B Lease or in respect of cash distributions due and owing under the Mortgage Loansa 2024-B Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due the 2024-B Leases and owing under the Mortgage Loans2024-B Vehicles); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust StatuteAct); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; and; (e) the amendment, change or modification of the 2024-B Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Trustee, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Note Paying Agent or Indenture Trustee of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Delaware Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Delaware Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Delaware Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Financed Eligible Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Financed Eligible Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (dc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (d) the amendment, change or modification of the Issuer Eligible Lender Trust Agreement, the Administration Agreement, any other administration agreement or any Servicing Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (e) the appointment pursuant to the Indenture of a successor Note Registrarnote registrar, Paying Agent paying agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrarnote registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent or Trustee or Certificate Registrar of its obligations under the Indenture or this Trust Agreement, as applicable; (f) the consent to the calling or waiver of any default of any Basic Document; (g) the consent to the assignment by the Eligible Lender Trustee, the Trustee, the Depositor, the Administrator, any Counterparty, any Custodian or any Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, the dissolution, termination or liquidation of the Trust, in whole or in part; (i) the merger or consolidation of the Trust with or into any other entity, or the conveyance or transfer of all or substantially all of the Trust's assets to any other entity; (j) the causing of the Trust to incur, assume or guaranty any indebtedness other than the Notes or as set forth in this Agreement or the Basic Documents; (k) doing any act that conflicts with any other Basic Document; (l) doing any act which would make it impossible to carry on the ordinary business of the Trust; (m) confessing a judgment against the Trust; (n) possessing Trust assets, or assigning the Trust's right to property, for other than a Trust purpose; (o) changing the Trust's purpose and powers from those set forth in this Agreement; or (p) causing the Trust to lend any funds to any entity, unless permitted in this Trust Agreement or the Basic Documents. In addition, the Trust shall not commingle its assets with those of the Depositor and shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and any of its affiliates. This Agreement and the Basic Documents shall be the only agreements among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Depositor. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Bondholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Bondholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and (e) the appointment pursuant to the Indenture indenture of a successor Note Bond Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Bond Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Delaware Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Delaware Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Delaware Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Financed Eligible Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Financed Eligible Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (dc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (d) the amendment, change or modification of the Eligible Lender Trust Agreement, the Administration Agreement, any other administration agreement or any Servicing Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Trust Agreement, as applicable; (f) the consent to the calling or waiver of any default of any Basic Document; (g) the consent to the assignment by the Eligible Lender Trustee, the Indenture Trustee, the Depositor, the Issuer Administrator, any other administrator, any Counterparty, any Custodian or any Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, the dissolution, termination or liquidation of the Trust, in whole or in part; (i) the merger or consolidation of the Trust with or into any other entity, or the conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (j) the causing of the Trust to incur, assume or guaranty any indebtedness other than the Notes or as set forth in this Agreement or the Basic Documents; (k) doing any act that conflicts with any other Basic Document; (l) doing any act which would make it impossible to carry on the ordinary business of the Trust; (m) confessing a judgment against the Trust; (n) possessing Trust assets, or assigning the Trust’s right to property, for other than a Trust purpose; (o) changing the Trust’s purpose and powers from those set forth in this Agreement; or (p) causing the Trust to lend any funds to any entity, unless permitted in this Trust Agreement or the Basic Documents. In addition, the Trust shall not commingle its assets with those of the Depositor and shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and any of its affiliates. This Agreement and the Basic Documents shall be the only agreements among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Depositor. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or shall not have provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansTrust Estate) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansTrust Estate); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under substantially in the Statutory Trust Statuteform of Exhibit B); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (e) the amendment, change or modification of the Management Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner, or add any provision, that would not materially adversely affect the interests of the Certificateholders; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Agent or Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of SECTION 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansContracts) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansContracts); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially and adversely affects the interest of the Certificateholders; and; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the interests of the Certificateholders; or (f) the amendment, change or modification of the Sale and Servicing Agreement, except any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or (g) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust the Agreement, as applicable. The Owner Trustee shall provide notice of any such action taken pursuant to this SECTION 4.01 to each Rating Agency.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders Certificateholder in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans)Trust; (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and (e) the appointment pursuant to the Indenture of a successor Note Registrar, Certificate Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With The Trustee shall not take action with respect to the following matters, unless (a) the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and at least 30 days before the taking of such action, (b) no Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction:, or, if any such Certificateholders have so withheld consent or provided alternative direction, a majority, as specified in Section 5.3 hereof, shall have notified the Trustee in writing prior to such 30th day that they have consented to such action, and (c) the Rating Agency Condition is satisfied: EXHIBIT 4.4 (ai) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans)Trust; (bii) the election by the Trust to file an amendment to the Certificate of Trust (Trust, unless such amendment is required to be filed under the Statutory Trust Statute); (ciii) the appointment pursuant to the Series Trust Agreement of a successor Certificate Registrar, or the consent to the assignment by the Certificate Registrar of its obligations under the Series Trust Agreement; (iv) the amendment of or other change to the Indenture by a supplemental indenture Series Trust Agreement or any Basic Document in circumstances where the consent of any Noteholder Certificateholder is required; (dv) the amendment of or other change to the Indenture by a supplemental indenture Series Trust Agreement or any Basic Document in circumstances where the consent of any Noteholder Certificateholder is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (evi) the appointment appointment, pursuant to the Indenture of a successor Note RegistrarSeries Trust Agreement, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Agent, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Agent or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Series Trust Agreement, as applicable. The Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the unanimous prior approval of all Certificateholders and the delivery to the Trustee by each such Certificateholder of a certificate certifying that each such Certificateholder reasonably believes hat the Trust is insolvent.

Prior Notice to Certificateholders with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, (i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least 30 days before the taking of such action, and (ii) the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims other than an action to collect on a Receivable or lawsuits brought in connection with an action by the collection of cash distributions due and owing under Indenture Trustee pursuant to the Mortgage LoansIndenture) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansIndenture); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (dc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; and; (d) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders; (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Agent, or the consent to the assignment by the Note Registrar, Paying Agent, Agent or Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable; (f) the amendment of the Pooling Agreement or the Servicing Agreement in circumstances where the consent of any Noteholder is required; or (g) the election by the Trust to file an amendment to the Certificate of Trust, a conformed copy of which is attached hereto as Exhibit B, except as permitted or required by the terms of any Basic Document.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansSeries 1997-2 Participation Interest) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansSeries 1997-2 Participation Interest); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (di) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andCertificateholders or (ii) the amendment of the Pooling and Servicing Agreement under circumstances where the consent of the holder of Series Participation Interests is required; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Registrar, Certificate Paying Agent or Administrator or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Registrar, Certificate Paying Agent or Administrator of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Bond Insurer in writing of the proposed action and the Certificateholders and the Bond Insurer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders and the Bond Insurer have withheld consent or provided alternative direction:direction (provided, however, that any direction by the Certificateholders shall require the prior consent of the Bond Insurer): (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection collec- tion of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or other change to this Trust Agreement or any Basic Document in circumstances where the consent of any Noteholder Bondholder or the Bond Insurer is required; (d) the amendment of the Indenture by a supplemental indenture or other change to this Trust Agreement or any Basic Document in circumstances where the consent of any Noteholder Bondholder or the Bond Insurer is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (e) the appointment pursuant to the Indenture of a successor Note succes- sor Bond Registrar, Paying Agent or Indenture Trustee or or, pursuant to this Trust Agreement Agreement, of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Bond Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable; (f) the consent to the calling or waiver of any default under any Basic Document; (g) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article VIII hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Trust Agreement; (k) perform any act that conflicts with any other Basic Document; (l) perform any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (m) confess a judgment against the Trust; (n) possess Trust assets or assign the Trust's right to property for other than a Trust purpose; (o) cause the Trust to lend any funds to any entity; or (p) change the Trust's purpose and powers from those enumerated in this Trust Agreement.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Delaware Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Delaware Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Delaware Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Financed Eligible Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Financed Eligible Loans); (b) the election amendment of the Indenture by a Supplemental Indenture in circumstances where the Trust to file an amendment to the Certificate consent of Trust (unless such amendment any Registered Owner is required to be filed under the Statutory Trust Statute)required; (c) the amendment of the Indenture by a supplemental indenture Supplemental Indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Registered Owner is not required and such amendment materially adversely affects the interest of the Certificateholders; and; (d) the amendment, change or modification of the Eligible Lender Trust Agreement, the Administration Agreement, any other administration agreement or any Servicing Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Trust Agreement, as applicable; (f) the consent to the calling or waiver of any default of any Basic Document; (g) the consent to the assignment by the Eligible Lender Trustee, the Indenture Trustee, the Depositor, the Administrator, any other administrator or any Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, the dissolution, termination or liquidation of the Trust, in whole or in part; (i) the merger or consolidation of the Trust with or into any other entity, or the conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (j) the causing of the Trust to incur, assume or guaranty any indebtedness other than the Notes or as set forth in this Trust Agreement or the Basic Documents; (k) doing any act that conflicts with any other Basic Document; (l) doing any act which would make it impossible to carry on the ordinary business of the Trust; (m) confessing a judgment against the Trust; (n) possessing Trust assets, or assigning the Trust’s right to property, for other than a Trust purpose; (o) changing the Trust’s purpose and powers from those set forth in this Trust Agreement; or (p) causing the Trust to lend any funds to any entity, unless permitted in this Trust Agreement or the Basic Documents. In addition, the Trust shall not commingle its assets with those of the Depositor and shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and any of its affiliates. This Trust Agreement shall be the only agreement among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Depositor. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and Certificateholders holding in aggregate a 100% Percentage Interest in the Certificateholders Trust Certificates shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent consented to such action or provided alternative direction: (a) the The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansCollateral) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansCollateral); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is required; (d) the amendment or other change of the Indenture by a supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andrequired; (e) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Securityholder is required; (f) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity; (g) the amendment, change or modification of the Yield Maintenance Agreement, except to comply with the terms specified in the Prospectus; (h) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture TrusteeTrust Administrator, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable; (i) the consent to the calling or waiver of any default of any Operative Agreement; (j) the consent to the assignment by the Indenture Trustee of its obligations under any Operative Agreement; (k) except as provided in Article VIII hereof, the dissolution, termination or liquidation of the Trust in whole or in part; (l) the merger, conversion or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (m) the incurrence, assumption or guaranty by the Trust of any indebtedness other than as set forth in this Agreement or the Operative Agreements; (n) the taking of any action which conflicts with any Operative Agreement or would make it impossible to carry on the ordinary business of the Trust or change the Trust’s purpose and powers set forth in this Agreement; (o) the confession of a judgment against the Trust; (p) the possession of the Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; or (q) the lending of funds by the Trust to any entity. The Owner Trustee shall not be obligated to procure any required prior written consent of the Noteholders with respect to any matters requiring such consent and to the extent such consent is required and is not provided to the Owner Trustee, the Owner Trustee shall be under no obligation to take, or refrain from taking, any action with respect to such matters. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity. Except as expressly set forth herein, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or any of its Affiliates. The Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Operative Agreements and related documentation. The Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Operative Agreements and related documentation. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not follow the directions or instructions of the Depositor. The Trust shall conduct its own business in its own name. The Trust shall observe all formalities required under the Statutory Trust Statute. The Trust shall not hold out its credit as being available to satisfy the obligations of any other person or entity. The Trust shall not acquire the obligations or securities of its Affiliates or the Seller. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not pledge its assets for the benefit of any other person or entity. The Trust shall correct any known misunderstanding regarding its separate identity. The Trust shall not identify itself as a division of any other person or entity. For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. The Owner Trustee shall not have the power, except upon the written direction of the 100% Percentage Interest of Holders of Trust Certificates, and to the extent otherwise consistent with the Operative Agreements, to remove or replace the Indenture Trustee.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders Holders of the Trust Certificates (with a copy to the Depositor) in writing of the proposed action and Holders of Trust Certificates holding in aggregate a 100% Percentage Interest in the Certificateholders Trust Certificates shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent consented to such action or provided alternative direction: (a) the The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansCollateral) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansCollateral); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is required; (d) the amendment or other change of the Indenture by a supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andrequired; (e) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Securityholder is required; (f) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity; (g) the amendment, change or modification of the Swap Agreement, except to comply with the terms specified in the Prospectus; (h) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable; (i) the consent to the calling or waiver of any default of any Operative Agreement; (j) the consent to the assignment by the Indenture Trustee of its obligations under any Operative Agreement; (k) except as provided in Article VIII hereof, the dissolution, termination or liquidation of the Trust in whole or in part; (l) the merger, conversion or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (m) the incurrence, assumption or guaranty by the Trust of any indebtedness other than as set forth in this Agreement or the Operative Agreements; (n) the taking of any action which conflicts with any Operative Agreement or would make it impossible to carry on the ordinary business of the Trust or change the Trust’s purpose and powers set forth in this Agreement; (o) the confession of a judgment against the Trust; (p) the possession of the Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; or (q) the lending of funds by the Trust to any entity. The Owner Trustee shall not be obligated to procure any required prior written consent of the Noteholders to any such action and to the extent such consent is required and is not provided to the Owner Trustee, the Owner Trustee shall be under no obligation to take, or refrain from taking, any action with respect to such matters. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity. Except as expressly set forth herein, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or any of its Affiliates. The Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Operative Agreements and related documentation. The Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Operative Agreements and related documentation. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not follow the directions or instructions of the Depositor. The Trust shall conduct its own business in its own name. The Trust shall observe all formalities required under the Statutory Trust Statute. The Trust shall not hold out its credit as being available to satisfy the obligations of any other person or entity. The Trust shall not acquire the obligations or securities of its Affiliates or the Seller. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not pledge its assets for the benefit of any other person or entity. The Trust shall correct any known misunderstanding regarding its separate identity. The Trust shall not identify itself as a division of any other person or entity. For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. The Owner Trustee shall not have the power, except upon the written direction of the 100% Percentage Interest of Holders of Trust Certificates, and to the extent otherwise consistent with the Operative Agreements, to remove or replace the Indenture Trustee.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and Certificateholders holding in aggregate a 100% Percentage Interest in the Certificateholders Residual Interest Certificates shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent consented to such action or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansCollateral) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansCollateral); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is required; (d) the amendment or other change of the Indenture by a supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; and; (e) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Securityholder is required; (f) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the interests of the Certificateholders; (g) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable; (h) the consent to the calling or waiver of any default of any Operative Agreement; (i) the consent to the assignment by the Indenture Trustee of its obligations under any Operative Agreement; (j) except as provided in Article VIII hereof, dissolve, terminate or liquidate the Trust in whole or in part; (k) the merger, conversion or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (l) the incurrence, assumption or guaranty by the Trust of any indebtedness other than as set forth in this Agreement; (m) the taking of any action which conflicts with any Operative Agreement or would make it impossible to carry on the ordinary business of the Trust or change the Trust’s purpose and powers set forth in this Agreement; (n) the confession of a judgment against the Trust; (o) the possession of the Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; or (p) the lending of funds by the Trust to any entity. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity. Except as expressly set forth herein, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or any of its Affiliates. The Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Operative Agreements and related documentation. The Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Operative Agreements and related documentation. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not follow the directions or instructions of the Depositor. The Trust shall conduct its own business in its own name. The Trust shall observe all formalities required under the Business Trust Statute. The Trust shall not hold out its credit as being available to satisfy the obligations of any other person or entity. The Trust shall not acquire the obligations or securities of its Affiliates or the Seller. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not pledge its assets for the benefit of any other person or entity. The Trust shall correct any known misunderstanding regarding its separate identity. The Trust shall not identify itself as a division of any other person or entity. For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. The Owner Trustee shall not have the power, except upon the written direction of the 100% Percentage Interest of Holders of Residual Interest Certificates, and to the extent otherwise consistent with the Operative Agreements, to (i) remove or replace the Indenture Trustee, or (ii) institute a Bankruptcy against the Trust. So long as the Indenture remains in effect, no Certificateholder shall have the power to commence, and shall not commence, any Bankruptcy with respect to the Trust or direct the Owner Trustee to commence any Bankruptcy with respect to the Trust.

Prior Notice to Certificateholders with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, (i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least 30 days before the taking of such action, and (ii) the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims other than an action to collect on a Receivable or lawsuits brought in connection with an action by the collection of cash distributions due and owing under Indenture Trustee pursuant to the Mortgage LoansIndenture) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansIndenture); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment Trust, a conformed copy of which is required to be filed under the Statutory Trust Statute)attached hereto as EXHIBIT B; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholders; and; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Agent or Indenture Trustee, Trustee or Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable; or (g) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Noteholder is required.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 30 10 days before the taking of such actionaction (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction:: 11 (Nissan 20[ ]-[ ] Amended & Restated Trust Agreement) (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansReceivables) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansReceivables); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteAct); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder [or the [Swap Counterparty][Cap Provider]] is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andor (e) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and Certificateholders holding in aggregate a 100% Percentage Interest in the Certificateholders Trust Certificates shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent consented to such action or provided alternative direction: (a) the The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage LoansCollateral) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage LoansCollateral); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is required; (d) the amendment or other change of the Indenture by a supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; andrequired; (e) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Securityholder is required; (f) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity; (g) the amendment, change or modification of the Cap Agreement, except to comply with terms specified in the Prospectus; (h) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture TrusteeTrust Administrator, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable; (i) the consent to the calling or waiver of any default of any Operative Agreement; (j) the consent to the assignment by the Indenture Trustee of its obligations under any Operative Agreement; (k) except as provided in Article VIII hereof, the dissolution, termination or liquidation of the Trust in whole or in part; (l) the merger, conversion or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (m) the incurrence, assumption or guaranty by the Trust of any indebtedness other than as set forth in this Agreement or the Operative Agreements; (n) the taking of any action which conflicts with any Operative Agreement or would make it impossible to carry on the ordinary business of the Trust or change the Trust’s purpose and powers set forth in this Agreement; (o) the confession of a judgment against the Trust; (p) the possession of the Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; or (q) the lending of funds by the Trust to any entity. The Owner Trustee shall not be obligated to procure any required prior written consent of the Noteholders with respect to any matters requiring such consent and to the extent such consent is required and is not provided to the Owner Trustee, the Owner Trustee shall be under no obligation to take, or refrain from taking, any action with respect to such matters. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity. Except as expressly set forth herein, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or any of its Affiliates. The Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Operative Agreements and related documentation. The Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Operative Agreements and related documentation. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not follow the directions or instructions of the Depositor. The Trust shall conduct its own business in its own name. The Trust shall observe all formalities required under the Statutory Trust Statute. The Trust shall not hold out its credit as being available to satisfy the obligations of any other person or entity. The Trust shall not acquire the obligations or securities of its Affiliates or the Seller. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not pledge its assets for the benefit of any other person or entity. The Trust shall correct any known misunderstanding regarding its separate identity. The Trust shall not identify itself as a division of any other person or entity. For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. The Owner Trustee shall not have the power, except upon the written direction of the 100% Percentage Interest of Holders of Trust Certificates, and to the extent otherwise consistent with the Operative Agreements, to remove or replace the Indenture Trustee.