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

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 only and 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, (i) at least thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding not less than a majority of the Percentage Interests evidenced by the 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 material claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the 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 the Receivables); (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 would materially adversely affect the interests of the Certificateholders; or (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.

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 only 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, (iI) at least thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (iiII) Certificateholders holding not less than a majority of the Percentage Interests evidenced by the Certificates 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 the Receivables) and the 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 the Receivables); (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 or Swap Counterparty is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or Swap Counterparty is not required and such amendment would materially adversely affect affects the interests of any of the Certificateholders; or; (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; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee, or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Note Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this 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 The Owner Trustee are ministerial only and that any non-ministerial shall not take 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, unless (i) the Owner Trustee shall not take have notified the Certificateholders in writing of the proposed action unless, (i) at least thirty (30) 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) the Certificateholders holding not less than a majority of the Percentage Interests evidenced by the 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 material claim or lawsuit by the Trust (except claims other than an action to collect on a Receivable or lawsuits brought an action by the Servicer in connection with Indenture Trustee pursuant to the collection of the ReceivablesIndenture) and the settlement compromise of any material 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 by the Servicer of the ReceivablesIndenture); (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 would materially adversely affects the interest of the Certificateholders (it being understood that the issuance of additional Certificates as contemplated by Section 3.3 shall not be deemed to materially adversely affect the interests of the Certificateholders; or); (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; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this 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 only and 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, (i) at least thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding not less than a majority of the Percentage Interests evidenced by the Certificates 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 the Receivables) and the 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 the Receivables); (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 would materially adversely affect the interests of the Certificateholders; or (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.

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 only and 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, (i) unless at least thirty (30) 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 of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding not less than a majority none of the Percentage Interests evidenced by the Certificates 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 material claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the settlement 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 by the Servicer of the Receivables); (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 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 would materially adversely affect affects the interests interest of the Certificateholders; or; (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except other than 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; (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 Certificate Registrar to the assignment of its respective obligations under the Indenture or this 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. It is the intention of the Depositor and the Certificateholders that the powers and duties of the Owner Trustee are ministerial only and 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, (i) unless at least thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding not less than a majority of the Certificate Percentage Interests evidenced by the Certificates 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 material claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the 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 the Receivables); (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 would materially adversely affect the interests of the any Certificateholders; or (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 any Certificateholders.

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 only and 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 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of Certificateholders, the preceding Record Date Administrator and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding the Holders of Certificates evidencing not less than a majority 51% of the aggregate Certificate Percentage Interests evidenced by the Certificates 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 material claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the settlement of any material 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 the Receivables); (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 would materially adversely affect affects the interests of the Certificateholders; or; (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 to add any provision that would not materially adversely affect the interests of the Certificateholders; or (vi) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Notes or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this 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 only and 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 Subject to the following mattersprovisions and limitations of Section 4.04, the Owner Trustee shall not take action unless, (i) unless at least thirty (30) 30 days before the taking of such action, action with respect to the following matters the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding Holders of Certificates evidencing not less than a majority 51% of the aggregate Certificate Percentage Interests evidenced by the 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 material claim or lawsuit by the Trust (except Issuer and the settlement of any Proceeding, investigation or claim brought by or against the Issuer, in each case other than claims or lawsuits brought by the Servicer in connection with on behalf of the Issuer for collection of the Receivables) Receivables and the 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 the Receivables)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 requiredrequired or (ii) is not required and such amendment materially adversely affects the interests of the Certificateholders; (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 affect the interests of the Certificateholders; or (e) the amendment, change or modification of the Sale and Servicing Agreement or 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; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its respective obligations under the Indenture or this 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 only and 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, (i) at least thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding not less than a majority of the Percentage Interests evidenced by the Certificates 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 the Receivables) and the 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 the Receivables); (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 or Swap Counterparty is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or Swap Counterparty is not required and such amendment would materially adversely affect affects the interests of the Certificateholders; or; (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; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Notes or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this 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 only and 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, (i) unless at least thirty (30) 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies Security Insurer in writing of the proposed action and neither the Certificateholders (iiin accordance with Section 4.5) Certificateholders holding not less than a majority of the Percentage Interests evidenced by the Certificates nor (so long as an Insurer Default shall not have occurred) the Security Insurer shall 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:direction (provided that no consent or direction of the Certificateholders pursuant to this Section 4.1 shall be effective without the consent of the Security Insurer so long as an Insurer Default shall not have occurred and be continuing): (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 the Receivables) Receivables and the settlement 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 by the Servicer of the Receivables); (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 Security Insurer is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or the Security Insurer is not required and such amendment would materially and adversely affect affects the interests interest of the Certificateholders; orCertificateholders or the Security Insurer; (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or to add any provision that would not materially and adversely affect the interests of the Certificateholders; (f) the consent to the calling, or waiver of any default of any Basic Document; (g) the consent to the assignment by the Indenture Trustee or the Servicer of their respective obligations under any Basic Document; (h) except as provided in this Agreement 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 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; (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. It is the intention of the Depositor and the Certificateholders that the powers and duties of the Owner Trustee are ministerial only and 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, (iI) at least thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (iiII) Certificateholders holding not less than a majority of the Percentage Interests evidenced by the Certificates 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 the Receivables) and the 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 the Receivables); (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 would materially adversely affect affects the interests of any of the Certificateholders; or (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.

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 only and 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, (i) at least thirty (30) 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding not less than Holders of Certificates representing a majority of the Certificate Percentage Interests evidenced by the 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 directionInterest thereof: (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 ReceivablesHome Loans) and the settlement 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 by of cash distributions due and owing under the Servicer of the ReceivablesHome 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 would materially adversely affect affects the interests interest of the Certificateholders; orand (e) the amendmentappointment pursuant to the Indenture of a successor Note Registrar, change Paying Agent or modification Indenture Trustee or pursuant to this Trust Agreement of the Sale and Servicing Agreement a successor Certificate Registrar or Certificate Paying Agent or the Administration 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, 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 Certificateholdersas 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 only and 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 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of Certificateholders, the preceding Record Date Swap Counterparty and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding the Holders of Certificates evidencing not less than a majority 51% of the aggregate Certificate Percentage Interests evidenced by the Certificates 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 material claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the settlement of any material 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 the Receivables); (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 or the Swap Counterparty is required; (div) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or the Swap Counterparty is not required and such amendment would materially adversely affect affects the interests of the Certificateholders; or; (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 to add any provision that would not materially adversely affect the interests of the Certificateholders; (vi) the amendment of the Swap Agreement (which amendment shall be made with the consent of the Swap 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 Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Notes or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this 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 only and 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, (i) unless at least thirty (30) 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies Security Insurer in writing of the proposed action and neither the Certificateholders (iiin accordance with Section 4.5) Certificateholders holding not less than a majority of the Percentage Interests evidenced by the Certificates nor (so long as an Insurer Default shall not have occurred) the Security Insurer shall 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:direction (provided that no consent or direction of the Certificateholders pursuant to this Section 4.1 shall be effective without the consent of the Security Insurer): (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 the Receivables) Receivables and the settlement 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 by the Servicer of the Receivables); (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 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 Security Insurer is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or the Security Insurer is not required and such amendment would materially and adversely affect affects the interests interest of the Certificateholders; orCertificateholders or the Security Insurer; (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or to add any provision that would not materially and adversely affect the interests of the Certificateholders; (f) the consent to the calling, or waiver of any default of any Basic Document; (g) the consent to the assignment by the Indenture Trustee or the Servicer of their respective obligations under any Basic Document; (h) except as provided in this Agreement 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 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; (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. The Servicer shall notify the Certificateholders and the Security Insurer in writing of any appointment of a successor Note Registrar, Certificate Paying Agent or Certificate Registrar within five Business Days thereof.

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 only and 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, (i) at least thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding not less than a majority of the Percentage Interests evidenced by the Certificates 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 the Receivables) and the 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 the Receivables); (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 would materially adversely affect the interests of the Certificateholders; or (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.

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 only and 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 Eligible Lender Trustee shall not take action unless, (i) unless at least thirty (30) 30 days before the taking of such action, the Owner Eligible Lender Trustee shall have notified the Certificateholders of record as holders of the preceding Record Date and the Rating Agencies Trust Certificates in writing of the proposed action and (ii) Certificateholders holding not less than a majority the holders of the Percentage Interests evidenced by the Trust Certificates shall not have notified the Owner Eligible Lender Trustee in writing prior to the 30th day after such notice is given that such Certificateholders holders of the Trust Certificates 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 the ReceivablesFinanced Student Loans) and the settlement 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 by the Servicer of the ReceivablesFinanced Student Loans); (b) the election amendment of the Indenture by a supplemental indenture in circumstances where the Trust to file an amendment to consent of any holder of the Certificate of Trust (unless such amendment Notes is required to be filed under the Statutory Trust Statute)required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment holder of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Notes is not required and such amendment would materially adversely affect affects the interests interest of the Certificateholders; orholders of the Trust Certificates; (ed) 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 Certificateholdersholders of the Trust Certificates; or (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 the consent to the assignment by the Note Registrar, Certificate Paying Agent or Indenture Trustee or Certificate Registrar 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 The Owner Trustee are ministerial only and that any non-ministerial shall not take 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, unless (i) the Owner Trustee shall not take have notified the Certificateholders in writing of the proposed action unless, (i) at least thirty (30) 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) the Certificateholders holding not less than a majority of the Percentage Interests evidenced by the 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 material claim or lawsuit by the Trust (except claims or lawsuits lawsuit brought by the Servicer in connection with the collection of payments due on the ReceivablesContracts) and the settlement 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 by of payments due on the Servicer of the ReceivablesContracts); (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 would materially adversely affect affects the interests interest of the Certificateholders; or; (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any ambiguity or defect 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 CertificateholdersCertificateholders 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 Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this 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 The Owner Trustee are ministerial only and that any non-ministerial shall not take 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, unless: (i) the Owner Trustee shall not take have notified the Certificateholders in writing of the proposed action unless, (i) at least thirty (30) 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) the Certificateholders holding not less than a majority of the Percentage Interests evidenced by the 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 material claim or lawsuit by the Trust (except claims other than an action to collect on a Receivable or lawsuits brought an action by the Servicer in connection with Indenture Trustee pursuant to the collection of the ReceivablesIndenture) and the settlement compromise of any material 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 by the Servicer of the ReceivablesIndenture); (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 would materially adversely affects the interest of the Certificateholders (it being understood that the issuance of additional Certificates as contemplated by Section 3.3 shall not be deemed to materially adversely affect the interests of the Certificateholders; or); (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; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this 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 only 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, (iI) at least thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (iiII) Certificateholders holding not less than a majority of the Percentage Interests evidenced by the Certificates 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 the Receivables) and the 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 the Receivables); (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 Delaware Statutory Trust StatuteAct); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or Swap Counterparty is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or Swap Counterparty is not required and such amendment would materially adversely affect affects the interests of any of the Certificateholders; or; (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; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee, or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Note Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this 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 only and 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, (i) unless at least thirty (30) 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 of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding not less than a majority none of the Percentage Interests evidenced by the Certificates 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 material claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the settlement 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 by the Servicer of the Receivables); (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 or the Swap Counterparty 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 or the Swap Counterparty is not required and but such amendment would materially adversely affect affects the interests interest of the Certificateholders; or; (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except other than 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; (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 Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable; or (g) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Noteholder or the Swap Counterparty is required.

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 only and 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 Eligible Lender Trustee shall not take action unless, (i) unless at least thirty (30) 30 days before the taking of such action, the Owner Eligible Lender Trustee shall have notified the Certificateholders of record as holders of the preceding Record Date and the Rating Agencies Trust Certificates in writing of the proposed action and (ii) Certificateholders holding not less than a majority the holders of the Percentage Interests evidenced by the Trust Certificates shall not have notified the Owner Eligible Lender Trustee in writing prior to the 30th day after such notice is given that such Certificateholders holders of the Trust Certificates 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 the ReceivablesFinanced Student Loans) and the settlement 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 by the Servicer of the ReceivablesFinanced Student Loans); (b) the election amendment of the Indenture by a supplemental indenture in circumstances where the Trust to file an amendment to consent of any holder of the Certificate of Trust (unless such amendment Notes is required to be filed under the Statutory Trust Statute)required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment holder of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder Notes is not required and such amendment would materially adversely affect affects the interests interest of the Certificateholders; orholders of the Trust Certificates; (ed) 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 Certificateholdersholders of the Trust Certificates; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Certificate Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Certificate Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this 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 only 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, (iI) at least thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (iiII) Certificateholders holding not less than a majority of the Percentage Interests evidenced by the Certificates 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 the Receivables) and the 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 the Receivables); (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 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 would materially adversely affect affects the interests of any of the Certificateholders; or; (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; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee, or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Note Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. It is Subject to the intention provisions and limitations of the Depositor and the Certificateholders that the powers and duties of the Owner Trustee are ministerial only and that any non-ministerial action (including the taking of any legal action) may only be taken by the Owner Trustee in accordance Section 4.04, with this Section 4.1. With respect to the following matters, the Owner Trustee shall not take action unless, (i) at least thirty (30) days before the taking of such action, . the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) the Certificateholders holding not less than a majority of the Percentage Interests evidenced by the 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 material claim or lawsuit by the Trust Issuer (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the settlement 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 by the Servicer of the Receivables); (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 would materially adversely affect affects the interests of the Certificateholders; or; (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; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this 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 only and 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 Eligible Lender Trustee shall not take action unless, (i) unless at least thirty (30) 30 days before the taking of such action, action the Owner Eligible Lender Trustee shall have notified the Trust Certificateholders of record as of the preceding Record Date and the Rating Agencies Surety Provider in writing of the proposed action and (ii) neither the Trust Certificateholders holding not less than a majority of nor the Percentage Interests evidenced by the Certificates Surety Provider shall not have notified the Owner Eligible Lender Trustee in writing prior to the 30th day after such notice is given that such Trust Certificateholders have or the Surety Provider has withheld consent or provided alternative directionconsent: (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 the ReceivablesFinanced Student Loans) and the settlement 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 by the Servicer of the ReceivablesFinanced 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 or a Terms Supplement by a supplemental indenture in circumstances where the consent of any Noteholder is required; (dc) the amendment of the Indenture or a Terms Supplement by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect affects the interests interest of the Trust Certificateholders; or; (ed) 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 Trust Certificateholders; or (e) the appointment pursuant to the Indenture or a Terms Supplement of a successor Note Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Certificate Paying Agent, or the consent to the assignment by the Note Registrar, Certificate Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this 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 only and 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, (i) unless at least thirty (30) 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 of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding not less than a majority none of the Percentage Interests evidenced by the Certificates 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 material claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the settlement 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 by the Servicer of the Receivables);; 13 (Nissan 2008-A Amended & Restated Trust Agreement) (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 or the Swap Counterparty 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 or the Swap Counterparty is not required and but such amendment would materially adversely affect affects the interests interest of the Certificateholders; or; (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except other than 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; (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 Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable; or (g) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Noteholder or the Swap Counterparty is required.

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 The Owner Trustee are ministerial only and that any non-ministerial shall not take 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, unless (i) the Owner Trustee shall not take have notified the Certificateholders in writing of the proposed action unless, (i) at least thirty (30) 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) the Certificateholders holding not less than a majority of the Percentage Interests evidenced by the 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 material claim or lawsuit by the Trust (except claims other than an action to collect on a Receivable or lawsuits brought an action by the Servicer in connection with Indenture Trustee pursuant to the collection of the ReceivablesIndenture) and the settlement compromise of any material 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 by the Servicer of the ReceivablesIndenture); (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 would materially adversely affects the interest of the Certificateholders (it being understood that the issuance of additional Certificates as contemplated by Section 3.3 shall not be deemed to materially adversely affect the interests of the Certificateholders; or); (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; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate 01. wpd - 11 - Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this 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 only and 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 Subject to the following mattersprovisions and limitations of Section 4.04, the Owner Trustee shall not take action unless, (i) unless at least thirty (30) 30 days before the taking of such action, action with respect to the following matters the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding Holders of Certificates evidencing not less than a majority 51% of the aggregate Certificate Percentage Interests evidenced by the 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 material claim or lawsuit by the Trust (except Issuer and the settlement of any Proceeding, investigation or claim brought by or against the Issuer, in each case other than claims or lawsuits brought by the Servicer in connection with on behalf of the Issuer for collection of the Receivables) Receivables and the 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 the Receivables)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 requiredrequired or (ii) is not required and such amendment materially adversely affects the interests of the Certificateholders; (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 affect the interests of the Certificateholders; or (e) the amendment, change or modification of the Sale and Servicing Agreement or 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; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its respective obligations under the Indenture or this 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 only and 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, (i) at least thirty (30) days before the taking of such action, the Owner Trustee shall have notified notify the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) in the case of items (e), (f) and (g) below, the Owner Trustee shall not take such action unless Certificateholders holding not less than a majority of the Percentage Interests evidenced by the Certificates aggregate Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th thirtieth (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 material claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the ReceivablesReceivables in the ordinary course of business) and the 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 the Receivables); (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 would materially adversely affect the interests of the Certificateholders; or (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; (e) the amendment of the Indenture by a supplemental indenture in circumstances where (i) the consent of any Noteholder is not required or (ii) the principal of the Notes, together with accrued and unpaid interest thereon, shall have been paid in full, and such amendment materially adversely affects the interests of the Certificateholders; (f) the amendment, change or modification of any of the Basic Documents in circumstances where (i) the consent of any Noteholder is not required or (ii) the principal of the Notes, together with accrued and unpaid interest thereon, shall have been paid in full, and such amendment, change or modification materially adversely affects the interests of the Certificateholders; or (g) the appointment pursuant to this Agreement of a successor Owner Trustee or Certificate Registrar, or the consent to the assignment by the Owner Trustee or Certificate Registrar of its respective obligations under this Agreement.

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 only and 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, (i) unless at least thirty (30) 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies Security Insurer in writing of the proposed action and (ii) neither the Certificateholders holding not less than a majority of nor the Percentage Interests evidenced by the Certificates Security Insurer 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:direction (provided that no consent or direction of the Certificateholders pursuant to this Section 4.1 shall be effective without the consent of the Security Insurer. (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 the Receivables) Receivables and the settlement 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 by the Servicer of the Receivables); (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 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 Security Insurer is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or the Security Insurer is not required and such amendment would materially adversely affect affects the interests interest of the Certificateholders; or; (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any ambiguity or defect 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; (f) the consent to the calling, or waiver of any default of 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 this Agreement 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 Agreement or the other Basic Documents; (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 this Agreement; (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. The Owner Trustee shall notify the Certificateholders and the Security Insurer in writing of any appointment of a successor Note Registrar, Certificate Paying Agent or Certificate Registrar within five Business Days thereof.

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 The CARAT Owner Trustee are ministerial only and that any non-ministerial shall not take 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, unless (i) the CARAT Owner Trustee shall not take have notified the Certificateholders in writing of the proposed action unless, (i) at least thirty (30) days and not more than forty-five (45) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) the Certificateholders holding not less than a majority of the Percentage Interests evidenced by the Certificates shall not have notified the CARAT 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 other than an action to collect on a Secured Note or lawsuits brought an action by the Servicer in connection with CARAT Indenture Trustee pursuant to the collection of the ReceivablesCARAT Indenture) and the settlement compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect other than an action to collect on a Secured Note or an action by the CARAT Indenture Trustee pursuant to the aforementioned claims or lawsuits for collection by the Servicer of the ReceivablesCARAT Indenture); (b) except as may be required under the Statutory Trust Act, 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 CARAT Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the CARAT Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect affects the interests of the Certificateholders; or; (e) the amendment, change or modification of the Trust 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; or (f) the appointment pursuant to the CARAT Indenture of a successor Note Registrar, Paying Agent or CARAT Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or CARAT Indenture Trustee or Certificate Registrar of its obligations under the CARAT Indenture or this 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 only and 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, (i) at least thirty (30) 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) the Certificateholders holding not less than a majority of the Percentage Interests evidenced by the 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 material claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the settlement 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 by the Servicer of the Receivables); (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 would materially adversely affect the interests of the Certificateholders; or; (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; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this 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 only and 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, (i) at least thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) Certificateholders [holding not less than a majority of the [Percentage Interests evidenced by the Certificates Certificates] [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 the Receivables) and the 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 the Receivables); (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 would materially adversely affect the interests of the Certificateholders; or (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.

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 only and 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, (i) unless at least thirty (30) 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 of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding not less than a majority none of the Percentage Interests evidenced by the Certificates 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 material claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the settlement 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 by the Servicer of the Receivables); (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 [or the Swap Counterparty] 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 [or the Swap Counterparty] is not required and but such amendment would materially adversely affect affects the interests interest of the Certificateholders; or; (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except other than 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; (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 Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable; or (g) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Noteholder [or the Swap Counterparty] is required.

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 only and 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, unless otherwise instructed by Certificateholders representing at least 51% of the Percentage Interest of the Transferor Interest, the Owner Trustee shall need not take action unless, (i) unless at least thirty (30) days before the taking of such action, action the Owner Trustee shall have notified has given notice to each of the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding not less than a majority of the Percentage Interests evidenced by the 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 directionof: (a) the initiation of any material claim or lawsuit by the Issuer or the Owner Trustee (other than an action to collect on the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the ReceivablesEstate) and the settlement of any material action, claim or lawsuit brought by or against the Issuer or the Owner Trustee (other than an action to collect on the Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of the ReceivablesEstate); (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 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 would materially adversely affect affects the interests interest of the Certificateholders; orCertificateholders taken as a whole; (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 CertificateholdersCertificateholders taken as a whole; or (f) the appointment pursuant to the Indenture of a replacement or successor Note Registrar or Indenture Trustee, or the consent to the assignment by the Note Registrar, Administrator or Indenture Trustee of its obligations under the Indenture.

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 only and 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, (i) unless at least thirty (30) 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) the Certificateholders holding not less than a majority of the Percentage Interests evidenced by the 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 material claim or lawsuit by the Trust Issuer (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the settlement 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 by the Servicer of the Receivables); (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 would materially adversely affect affects the interests interest of the Certificateholders; or; (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any ambiguity or defect 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.; or (f) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. TRUST AGREEMENT

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 only and 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 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of Certificateholders, the preceding Record Date Insurer and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding the Insurer, if an Insurer Default shall not have occurred and be continuing, and the Holders of Certificates evidencing not less than a majority 51% of the Percentage Interests evidenced by the Certificates Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Insurer and such Certificateholders Holders have withheld consent or provided alternative direction: (ai) 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 the ReceivablesContracts) and the 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 the ReceivablesContracts); (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 Business 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 would materially adversely affect affects the interests of the Certificateholders; or; (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 to add any provision that would not materially adversely affect the interests of the Certificateholders; or (vi) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Notes or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this 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 only and 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, (i) at least thirty (30) 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) the Certificateholders holding not less than a majority of the Percentage Interests evidenced by the 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 shall not have 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 the Receivables) and the settlement 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 by the Servicer of the Receivables); (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 or the Class B Note Purchase Agreement in circumstances where the consent of any Indenture Noteholder or Class B Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or the Class B Note Purchase Agreement in circumstances where the consent of any Indenture Noteholder or Class B Noteholder is not required and such amendment would materially adversely affect affects the interests interest of the Certificateholders; or; (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 manner, or to add any provision provision, that would not materially adversely affect the interests of the Certificateholders; or (f) the appointment pursuant to the Indenture of a successor Indenture Note Registrar, Paying Agent or Indenture Trustee, or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Indenture Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this 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 The AART Owner Trustee are ministerial only and that any non-ministerial shall not take 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, unless (i) the AART Owner Trustee shall not take have notified the Certificateholders in writing of the proposed action unless, (i) at least thirty (30) days and not more than forty-five (45) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) the Certificateholders holding not less than a majority of the Percentage Interests evidenced by the Certificates shall not have notified the AART 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 other than an action to collect on a Secured Note or lawsuits brought an action by the Servicer in connection with AART Indenture Trustee pursuant to the collection of the ReceivablesAART Indenture) and the settlement compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect other than an action to collect on a Secured Note or an action by the AART Indenture Trustee pursuant to the aforementioned claims or lawsuits for collection by the Servicer AART Indenture); Table of the Receivables);Contents (b) except as may be required under the Statutory Trust Act, 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 AART Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the AART Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect affects the interests of the Certificateholders; or; (e) the amendment, change or modification of the Trust 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; or (f) the appointment pursuant to the AART Indenture of a successor Note Registrar, Paying Agent or AART Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or AART Indenture Trustee or Certificate Registrar of its obligations under the AART Indenture or this 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 only and 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, (iI) at least thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (iiII) Certificateholders holding not less than a majority of the Percentage Interests evidenced by the Certificates 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 the Receivables) and the 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 the Receivables); (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 would materially adversely affect the interests of the Certificateholders; or (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.

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 only and 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, (i) at least thirty (30) 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) the Certificateholders holding not less than a majority of the Percentage Interests evidenced by the 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 material claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the settlement 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 by the Servicer of the Receivables); (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 would materially adversely affect the interests of the Certificateholders; or; (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; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this 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 only and 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, (iI) at least thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (iiII) Certificateholders holding not less than a majority of the Percentage Interests evidenced by the Certificates 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 the Receivables) and the 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 the Receivables); (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 would materially adversely affect the interests of the Certificateholders; or (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.

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 only and 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, (i) unless at least thirty (30) 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as Certificateholders, the Security Insurer and the Holder of the preceding Record Date and the Rating Agencies Voting Interest in writing of the proposed action and (ii) Certificateholders holding not less than a majority neither the Holder of the Percentage Interests evidenced by Voting Interest nor the Certificates Security Insurer 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:direction (provided that no consent or direction of the Holder of the Voting Interest pursuant to this Section 4.1 shall be effective without the consent of the Security Insurer): (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 the Receivables) Loans and the settlement 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 by the Servicer of the ReceivablesLoans); (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 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 Security Insurer is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or the Security Insurer is not required and such amendment would materially adversely affect affects the interests interest of the Certificateholders; or (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any ambiguity or defect 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; (f) the consent to the calling, or waiver of any default of 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 this Agreement 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 Agreement or the other Basic Documents; (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 this Agreement; (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. The Owner Trustee shall notify the Certificateholders and the Security Insurer in writing of any appointment of a successor Note Registrar, Certificate Paying Agent or Certificate Registrar within five Business Days thereof.

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 The Owner Trustee are ministerial only and that any non-ministerial shall not take 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, unless (i) the Owner Trustee shall not take have notified the Certificateholders in writing of the proposed action unless, (i) at least thirty (30) 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) the Certificateholders holding not less than a majority of the Percentage Interests evidenced by the 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 material claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of payments due on the ReceivablesContracts) and the settlement 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 by of payments due on the Servicer of the ReceivablesContracts); (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 would materially adversely affect affects the interests interest of the Certificateholders; or; (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any ambiguity or defect 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 CertificateholdersCertificateholders 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 Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this 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 The Owner Trustee are ministerial only and that any non-ministerial shall not take 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, unless (i) the Owner Trustee shall not take have notified the Certificateholders in writing of the proposed action unless, (i) at least thirty (30) 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding not less than a majority of the Percentage Interests evidenced by the Certificates 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 other than an action to collect on a Receivable or lawsuits brought an action by the Servicer in connection with Indenture Trustee pursuant to the collection of the ReceivablesIndenture) and the settlement compromise of any material 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 by the Servicer of the ReceivablesIndenture); (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 would materially adversely affects the interest of the Certificateholders (it being understood that the issuance of additional Certificates as contemplated by Section 3.4 shall be deemed to not materially adversely affect the interests of the Certificateholders; or); (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; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this 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 only and 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, (i) at least thirty (30) 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding not less than representing a majority of the Certificate Percentage Interests evidenced by the Certificates Interest thereof 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 ReceivablesMortgage Loans) and the settlement 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 by of cash distributions due and owing under the Servicer of the ReceivablesMortgage 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 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 is not required and such amendment would materially adversely affect affects the interests interest of the Certificateholders; or; (e) the amendmentappointment pursuant to the Indenture of a successor Note Registrar, change Paying Agent or modification 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; (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, the dissolution, termination or liquidation of the Sale and Servicing Agreement Trust in whole or in part; (i) merge or consolidate the Administration AgreementTrust with or into any other entity, except to cure any ambiguity or to amend convey or supplement any provision in a manner transfer all or to add any provision that would not materially adversely affect the interests substantially all of the Certificateholders.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 and the Basic Documents; (k) perform any act which would make it impossible to carry on the purposes and powers of the Trust as described in Section 2.03 hereof; (l) confess a judgment against the Trust; (m) possess Trust assets or assign the Trust's right to property for other than a Trust purpose as described in Section 2.03 hereof; (n) cause the Trust to lend any funds to any entity; or (o) change the Trust's purpose and powers from those enumerated in this Trust Agreement..

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 only and 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, (i) at least thirty (30) 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) the Certificateholders holding not less than a majority of the Percentage Interests evidenced by the 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 shall not have 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 the Receivables) and the settlement 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 by the Servicer of the Receivables); (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 any Basic Document in circumstances where the consent of any Noteholder the Interestholders or the satisfaction of the Rating Agency Condition is required; (d) the amendment of the Indenture by a supplemental indenture any Basic Document in circumstances where the consent of any Noteholder the Interestholders or the satisfaction of the Rating Agency Condition is not required and such amendment would materially adversely affect affects the interests of the Certificateholders; or (e) the amendment, change or modification appointment pursuant to this Agreement of the Sale and Servicing Agreement a successor Certificate Registrar or the Administration consent to the assignment by the Certificate Registrar of its obligations under this 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.

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 only and 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, (i) unless at least thirty (30) 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies Security Insurer in writing of the proposed action and neither the Certificateholders (iiin accordance with Section 4.5) Certificateholders holding not less than a majority of the Percentage Interests evidenced by the Certificates nor (so long as an Insurer Default shall not have occurred) the Security Insurer shall 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:direction (provided that no consent or direction of the Certificateholders pursuant to this Section 4.1 shall be effective without the consent of the Security Insurer so long as an Insurer Default shall not have occurred and be continuing): (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 the Receivables) Receivables and the settlement 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 by the Servicer of the Receivables); (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 Security Insurer 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 affect the interests of the Certificateholders; or (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.

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 only and 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 Eligible Lender Trustee shall not take action unless, (i) unless at least thirty (30) 30 days before the taking of such action, the Owner Eligible Lender Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) the Certificateholders holding not less than a majority of the Percentage Interests evidenced by the Certificates 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 by the Servicer in connection with the collection of the ReceivablesFinanced Student Loans) and the settlement 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 by the Servicer of the ReceivablesFinanced 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)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 would materially adversely affect affects the interests interest of the Certificateholders; or; (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any ambiguity or in connection with a transaction permitted by Section 25 thereof 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; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Paying Agent or Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Paying Agent or Certificate Registrar of its obligations under the Indenture or this 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 only and 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, (i) unless at least thirty 30 days (30or such lesser time as shall be agreed upon in writing by the Certificateholders) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) the Certificateholders holding not less than a majority of the Percentage Interests evidenced by the Certificates shall not have notified the Owner Trustee in writing prior to the 30th (or such lesser time as shall be agreed upon in writing by the Certificateholders) 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 by the Servicer in connection with the collection of the ReceivablesReceivables or an action by the Indenture Trustee pursuant to the Indenture) and the settlement 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 brought in connection with the collection of the Receivables or an action by the Servicer of Indenture Trustee pursuant to the ReceivablesIndenture); (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 would materially adversely affect affects the interests interest of the Certificateholders; or; (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any ambiguity or defect 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; (f) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Certificate Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) except as provided in this Agreement, dissolve, terminate or liquidate the Trust in whole or in part; (h) merge or consolidate the Issuer with or into any other entity, or convey or transfer all or substantially all of the Issuer’s assets to any other entity; (i) cause the Issuer to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the other Basic Documents; (j) perform any act that to the actual knowledge of a Responsible Officer of the Owner Trustee conflicts with any of the Basic Documents; (k) perform any act which would make it impossible to carry on the ordinary business of the Issuer as described in this Agreement; (l) confess a judgment against the Issuer; (m) cause the Issuer to lend any funds to any entity; (n) change the Issuer’s purpose and powers from those enumerated in this Agreement; or (o) possess Trust assets or assign the Issuer’s right to property for other than a Trust purpose. The Owner Trustee shall notify the Certificateholders in writing following any appointment of a successor Certificate Paying Agent or Certificate Registrar within five Business Days thereof.

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 only and 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 Eligible Lender Trustee shall not take action unless, (i) unless at least thirty (30) 30 days before the taking of such action, action the Owner Eligible Lender Trustee shall have notified the Trust Certificateholders of record as of the preceding Record Date and the Rating Agencies Surety Provider in writing of the proposed action and (ii) neither the Trust Certificateholders holding not less than a majority of nor the Percentage Interests evidenced by the Certificates Surety Provider shall not have notified the Owner Eligible Lender Trustee in writing prior to the 30th day after such notice is given that such Trust Certificateholders have or the Surety Provider has withheld consent or provided alternative directionconsent: (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 the ReceivablesFinanced Student Loans) and the settlement 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 by the Servicer of the ReceivablesFinanced 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 or a Terms Supplement by a supplemental indenture in circumstances where the consent of any Noteholder is required; (dc) the amendment of the Indenture or a Terms Supplement by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect affects the interests interest of the Trust Certificateholders; or; (ed) 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 Trust Certificateholders; or (e) the appointment pursuant to the Indenture or a Terms Supplement of a successor Note Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Certificate Paying Agent (except if the successor Certificate Registrar or Certificate Paying Agent is the Eligible Lender Trustee), or the consent to the assignment by the Note Registrar, Certificate Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable (except the consent to the assignment by the Certificate Paying Agent or Certificate Registrar of its obligations to the Eligible Lender Trustee).

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 only and 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, (i) unless at least thirty (30) 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of record as of the preceding Record Date and the Rating Agencies Security Insurer in writing of the proposed action and neither the Certificateholders (iiin accordance with Section 4.5) Certificateholders holding not less than a majority of the Percentage Interests evidenced by the Certificates nor (so long as an Insurer Default shall not have occurred) the Security Insurer shall 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:direction (provided that no consent or direction of the Certificateholders pursuant to this Section 4.1 shall be effective without the consent of the Security Insurer): (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 the Receivables) Receivables and the settlement 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 by the Servicer of the Receivables); (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 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 Security Insurer is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or the Security Insurer is not required and such amendment would materially and adversely affect affects the interests interest of the Certificateholders; orCertificateholders or the Security Insurer; (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or to add any provision that would not materially and adversely affect the interests of the Certificateholders.; (f) the consent to the calling, or waiver of any default of any Basic Document;

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 only and 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, (i) on behalf of the Issuer or the Certificateholders unless at least thirty (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 of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding not less than a majority none of the Percentage Interests evidenced by the Certificates 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 20[ ]-[ ] Amended & Restated Trust Agreement) (a) the initiation of any material claim or lawsuit by the Trust Issuer (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the settlement 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 by the Servicer of the Receivables); (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 would materially adversely affect affects the interests interest of the Certificateholders; or (e) the amendmentappointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, change (ii) pursuant to this Agreement of a successor Certificate Registrar or modification (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar to the assignment of its respective obligations under the Sale and Servicing Agreement Indenture or the Administration this 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 Certificateholdersas 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 only and 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, unless otherwise instructed by Certificateholders representing at least 51% of the Percentage Interest of the Transferor Interest, the Owner Trustee shall need not take action unless, (i) unless at least thirty (30) days before the taking of such action, action the Owner Trustee shall have notified has given notice to each of the Certificateholders of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding not less than a majority of the Percentage Interests evidenced by the 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 directionof: (a) the initiation of any material claim or lawsuit by the Issuer or the Owner Trustee (other than an action to collect on the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the ReceivablesEstate) and the settlement of any material action, claim or lawsuit brought by or against the Issuer or the Owner Trustee (other than an action to collect on the Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of the ReceivablesEstate); (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 Delaware 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 would materially adversely affect affects the interests interest of the Certificateholders; orCertificateholders taken as a whole; (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 CertificateholdersCertificateholders taken as a whole; or (f) the appointment pursuant to the Indenture of a replacement or successor Note Registrar or Indenture Trustee, or the consent to the assignment by the Note Registrar, Administrator or Indenture Trustee of its obligations under the Indenture.

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 only and 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, (i) unless at least thirty (30) 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 of record as of the preceding Record Date and the Rating Agencies in writing of the proposed action and (ii) Certificateholders holding not less than a majority none of the Percentage Interests evidenced by the Certificates 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 material claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the settlement 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 by the Servicer of the Receivables); (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 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 would materially adversely affect affects the interests interest of the Certificateholders; or(Nissan 2004-C Amended & Restated Trust Agreement) (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except other than 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; (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 Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable; or (g) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Noteholder is required.