Common use of Control Party Clause in Contracts

Control Party. (a) The Control Party is authorized to consent to and implement, subject to the Control Party Agreement, any Consent Request that does not require the consent of any Noteholder or the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base Indenture and the other Transaction Documents, the consent or direction of the Controlling Class Representative, the Control Party shall review such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject such Consent Request. Notwithstanding anything herein to the contrary, the Controlling Class Representative shall have the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until the Control Party receives the consent of the applicable Noteholders or the Controlling Class Representative; provided that if the Controlling Class Representative fails to approve or reject a Consent Request within ten (10) Business Days following delivery of a Consent Request and the related Consent Recommendation to the Controlling Class Representative or if there is no Controlling Class Representative at such time (including, without limitation, prior to the first CCR Election Period or upon the issuance of a new Series of Notes), the Control Party shall be authorized (but not required) to implement such Consent Request in accordance with the Control Party Agreement, whether or not this Indenture or any Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party Termination Events. (c) For any Consent Request that expressly requires the consent or direction of affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2, the Control Party will review such Consent Request and will formulate and present a Consent Recommendation to the Trustee, which will forward such Consent Request and Consent Recommendation to the applicable Noteholders. The Control Party will be required to obtain the consent of the applicable Noteholders with respect to such Consent Request, as required under the Transaction Documents, to implement such Consent Requests. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party Agreement, not to implement a Consent Request or it has not received the requisite consent of, or direction from, the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Law, the terms of this Base Indenture, the Notes, the Control Party Agreement or the other Transaction Documents, including, without limitation with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party Agreement, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any claim, suit or material liability, or (iii) materially expand the scope of the Control Party’s responsibilities under the Control Party Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Documents. Neither the Trustee nor the Control Party shall be required to follow any such advice, direction or objection. (f) The Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith at the direction of the Controlling Class Representative and/or any Noteholder; provided that the Control Party shall have no responsibility for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If there is no Controlling Class Representative, the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith in accordance with the Indenture.

Control Party. (a) The Pursuant to the Indenture and the other Related Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request that does not require the consent of any Noteholder or Noteholder, including the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and the other Transaction Related Documents, the consent or direction of the Controlling Class Representative, the Control Party shall review evaluate such Consent Request, form a Consent Recommendation and then promptly deliver such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject (if a Controlling Class Representative exists at such Consent Requesttime). Notwithstanding anything herein to Except as provided in the contraryfollowing sentence, until the Controlling Class Representative shall have consents to a Consent Request, the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until Request, provided that the Control Party receives the consent of the applicable Noteholders or shall work in good faith with the Controlling Class Representative; provided that Representative to obtain such consent. Notwithstanding anything in any Related Document to the contrary, if the Controlling Class Representative fails to does not reject or approve or reject a Consent Request Recommendation within ten (10) Business Days following delivery of a Consent Request and the related Consent Recommendation to the Controlling Class Representative or if there is no Controlling Class Representative at such time (including, without limitation, prior to during the first CCR Election Period or upon following the issuance resignation or removal of a new Series of Notesthe Controlling Class Representative), the Control Party shall be is authorized (but not required) to implement such Consent Request in accordance with the Control Party AgreementServicing Standard, whether or not this the Indenture or any Transaction Related Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party Servicer Termination Events. (c) For any Consent Request that expressly requires the consent or direction of any affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2, the Control Party will review shall evaluate such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, Trustee which will shall forward such Consent Request and the Consent Recommendation to the applicable Noteholderseach Noteholder or each affected Noteholder, as applicable. The Control Party will be required Subject to obtain Section 11.4(e), until the consent of each Noteholder that is required to consent to any such Consent Request has been obtained and the applicable Noteholders Control Party is provided with respect notice of such consents being obtained by the Trustee, the Control Party is not authorized to implement such Consent Request, provided that the Control Party shall work in good faith with the Trustee to identify and deliver to the Trustee for delivery by the Trustee to such Noteholders such additional information and Consent Recommendations as required under may be appropriate in accordance with the Transaction Documents, Servicing Standard to implement obtain such Consent Requestsconsent. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Related Documents, including, without limitation with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control Party’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility Trustee under this Base Indenture, the Notes and or the other Transaction Related Documents. Neither In addition, notwithstanding anything herein or in the Trustee nor other Related Documents to the Control Party shall be required to follow any such advicecontrary, direction or objection. (f) The Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith at the direction of the Controlling Class Representative and/or any Noteholder; provided that shall not be able to prevent the Control Party shall have no responsibility for determining whether from transferring the ownership of all or any such Person is authorized to provide such direction hereunder or under portion of the Collateral if any other Transaction Document. If there is no Controlling Class Representative, Advance by the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith is outstanding and the Control Party determines in accordance with the IndentureServicing Standard that such transfer of ownership would be in the best interest of the Noteholders (taken as a whole).

Control Party. (a) The Pursuant to the Indenture and the other Related Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request that does not require the consent of any Noteholder or Noteholder, including the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and the other Transaction Related Documents, the consent or direction of the Controlling Class Representative, the Control Party shall review evaluate such Consent Request, form a Consent Recommendation and then promptly deliver such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject (if a Controlling Class Representative exists at such Consent Requesttime). Notwithstanding anything herein to Except as provided in the contraryfollowing sentence, until the Controlling Class Representative shall have consents to a Consent Request, the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until Request, provided that the Control Party receives the consent of the applicable Noteholders or shall work in good faith with the Controlling Class Representative; provided that Representative to obtain such consent. Notwithstanding anything in any Related Document to the contrary, if the Controlling Class Representative fails to does not reject or approve or reject a Consent Request Recommendation within ten (10) Business Days following delivery of a Consent Request and the related Consent Recommendation to the Controlling Class Representative or if there is no Controlling Class Representative at such time (including, without limitation, prior to during the first CCR Election Period or upon following the issuance resignation or removal of a new Series of Notesthe Controlling Class Representative), the Control Party shall be is authorized (but not required) to implement such Consent Request in accordance with the Control Party AgreementServicing Standard, whether or not this the Indenture or any Transaction Related Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party Servicer Termination Events. (c) For any Consent Request that expressly requires the consent or direction of any affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2, the Control Party will review shall evaluate such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, Trustee which will shall forward such Consent Request and the Consent Recommendation to the applicable Noteholderseach Noteholder or each affected Noteholder, as applicable. The Control Party will be required Subject to obtain Section 11.4(e), until the consent of each Noteholder that is required to consent to any such Consent Request has been obtained and the applicable Noteholders Control Party is provided with respect notice of such consents being obtained by the Trustee, the Control Party is not authorized to implement such Consent Request, provided that the Control Party shall work in good faith with the Trustee to identify and deliver to the Trustee for delivery by the Trustee to such Noteholders such additional information and Consent Recommendations as required under may be appropriate in accordance with the Transaction Documents, Servicing Standard to implement obtain such Consent Requestsconsent. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Related Documents, including, without limitation with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control Party’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility Trustee under this Base Indenture, the Notes and or the other Transaction Related Documents. Neither In addition, notwithstanding anything herein or in the Trustee nor other Related Documents to the Control Party shall be required to follow any such advicecontrary, direction or objection. (f) The Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith at the direction of the Controlling Class Representative and/or any Noteholder; provided that shall not be able to prevent the Control Party shall have no responsibility for determining whether from transferring the ownership of all or any such Person is authorized to provide such direction hereunder or under portion of the Collateral if any other Transaction Document. If there is no Controlling Class Representative, Servicing Advance by the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith is outstanding and the Control Party determines in accordance with the IndentureServicing Standard that such transfer of ownership would be in the best interest of the Noteholders (taken as a whole).

Control Party. (a) The Control Party is authorized to consent to and implement, subject to the Control Party Agreement, any Consent Request that does not require the consent of any Noteholder or the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base Indenture and the other Transaction Documents, the consent or direction of the Controlling Class Representative, the Control Party shall review such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject such Consent Request. Notwithstanding anything herein to the contrary, the Controlling Class Representative shall have the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until the Control Party receives the consent of the applicable Noteholders or the Controlling Class Representative; provided that if the Controlling Class Representative fails to approve or reject a Consent Request within ten (10) Business Days following delivery of a Consent Request and the related Consent Recommendation to the Controlling Class Representative or if there is no Controlling Class Representative at such time (including, without limitation, prior to the first CCR Election Period or upon the issuance of a new Series of Notes)time, the Control Party shall be authorized (but not required) to implement such Consent Request in accordance with the Control Party Agreement, whether or not this Indenture or any Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party Termination Events. (c) For any Consent Request that expressly requires the consent or direction of affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2, the Control Party will review such Consent Request and will formulate and present a Consent Recommendation to the Trustee, which will forward such Consent Request and Consent Recommendation to the applicable Noteholders. The Control Party will be required to obtain the consent of the applicable Noteholders with respect to such Consent Request, as required under the Transaction Documents, to implement such Consent Requests. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party Agreement, not to implement a Consent Request or it has not received the requisite consent of, or direction from, the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Law, the terms of this Base Indenture, the Notes, the Control Party Agreement or the other Transaction Documents, including, without limitation with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party Agreement, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any claim, suit or material liability, or (iii) materially expand the scope of the Control Party’s responsibilities under the Control Party Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Documents. Neither the Trustee nor the Control Party shall be required to follow any such advice, direction or objection. (f) The Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith at the direction of the Controlling Class Representative and/or any Noteholder; provided that the Control Party shall have no responsibility for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If there is no Controlling Class Representative, the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith in accordance with the Indenture.

Control Party. (a) The Pursuant to the Indenture and the other Related Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request Requests that does do not require the consent of any Noteholder or the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and the other Transaction Related Documents, the consent or direction of the Controlling Class Representative, the Control Party Party, shall review such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject such Consent Request. Notwithstanding anything herein to the contrary, the (if a Controlling Class Representative shall have exists at such time). Except as provided in the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request following sentence, until the Control Party receives the consent of the applicable Noteholders or the Controlling Class Representative; provided that , the Control Party shall not be authorized to implement any such Consent Request. Notwithstanding anything in any Related Document to the contrary, if the Controlling Class Representative fails to reject or approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative Recommendation, or if there is no Controlling Class Representative at such time (including, without limitation, prior to the first CCR Election Period or upon following the issuance resignation or removal of a new Series of Notesthe Controlling Class Representative), the Control Party shall be authorized (but not required) to implement such Consent Request in accordance with the Control Party AgreementServicing Standard, whether or not this the Indenture or any Transaction Related Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party Servicer Termination Events. (c) For any Consent Request Requests that expressly requires require the consent or direction of affected Noteholders or 100% of the Noteholders pursuant to Section 13.2 or the terms of the Indenture or other Transaction Related Documents, including pursuant to Section 13.2, the Control Party will shall review such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, which will shall forward the Consent Request and the Consent Recommendation to each Noteholder or each affected Noteholder, as applicable. Subject to Section 11.4(e), until the consent of each Noteholder that is required to consent to any such Consent Request has been obtained and Consent Recommendation to the applicable Noteholders. The Control Party will has been provided with notice of such consents being obtained by the Trustee, the Control Party shall not be required to obtain the consent of the applicable Noteholders with respect to such Consent Request, as required under the Transaction Documents, authorized to implement such Consent Requests, provided that the Control Party shall work in good faith with the Trustee to identify and deliver to the Trustee for delivery by the Trustee to such Noteholders such additional information and Consent Recommendations as may be appropriate in accordance with the Servicing Standard to obtain such consent. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Related Documents, including, without limitation with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control Party’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Related Documents. Neither the The Trustee nor and the Control Party shall will not be required to follow any such advice, direction direction, or objection. (f) The Control Party shall not be liable with respect . In addition, notwithstanding anything herein or in the other Related Documents to any action it takesthe contrary, suffers or omits to take in good faith at the direction of the Controlling Class Representative and/or any Noteholder; provided that shall not be able to prevent the Control Party shall have no responsibility from transferring the ownership of all or any portion of the Securitized Assets (including by way of foreclosure on the Equity Interests of the Master Issuer) if any Advance by the Servicer has been outstanding for determining whether any such Person is authorized to provide such direction hereunder twelve (12) months (or under any other Transaction Document. If there is no Controlling Class Representative, longer) and the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith determines in accordance with the IndentureServicing Standard that such transfer of ownership would be in the best interests of the Noteholders (taken as a whole).

Control Party. (a) The Pursuant to the Indenture and the other Transaction Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request that does not require the consent of any Noteholder or Noteholder, including the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and or the other Transaction Documents, the consent or direction of the Controlling Class Representative, the Control Party shall review evaluate such Consent Request, form a Consent Recommendation and then promptly deliver such Consent Request and shall formulate and present a such Consent Recommendation to the Controlling Class Representative whether (if a Controlling Class Representative exists at such time). Subject to approve or reject such Consent Request. Notwithstanding anything herein to Section 11.4(e) and except as provided in the contraryfollowing sentence, until the Controlling Class Representative shall have consents to, waives or provides direction in connection with a Consent Request, the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until Request; provided that the Control Party receives the consent of the applicable Noteholders or shall work in good faith with the Controlling Class Representative to obtain such consent. Notwithstanding anything in any Transaction Document to the contrary, if at any time there is no Controlling Class Representative (including prior to the CCR Election Period resulting from the issuance of the Series 2020-1 Notes and prior to the election and appointment of a substitute Controlling Class Representative following the resignation or removal of a Controlling Class Representative; provided that ) or if the Controlling Class Representative fails to does not approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative or if there is no Controlling Class Representative at such time (including, without limitation, prior to following the first CCR Election Period resignation or upon removal of the issuance of a new Series of NotesControlling Class Representative), the Control Party shall be is authorized (but not required) to consent and implement such Consent Request in accordance with the Control Party AgreementServicing Standard, whether or not this the Indenture or any other Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party the waiver of any Servicer Termination Events. (c) For any Consent Request that expressly requires requires, pursuant to the terms of Section 13.2, the consent or direction of any affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2Noteholders, the Control Party will review shall evaluate such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, which will shall forward such Consent Request and such Consent Recommendation to each Noteholder or each affected Noteholder, as applicable. Subject to Section 11.4(e) and except as provided in the applicable Noteholders. The Control Party will be required to obtain following sentence, until the consent of the applicable Noteholders with respect each Noteholder that is required to consent to any such Consent RequestRequest has been obtained and the Control Party is provided with notice of such consents being obtained by the Trustee, as required under the Transaction Documents, Control Party is not authorized to implement such Consent RequestsRequest; provided that the Control Party shall work in good faith with the Trustee to identify and deliver to the Trustee for delivery by the Trustee to such Noteholders such additional information and Consent Recommendations as may be appropriate in accordance with the Servicing Standard to obtain such consent. (d) The Control Party shall promptly notify the Trustee, the ManagerManagers, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the ManagerManagers, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Documents, including, without limitation limitation, with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control PartyServicer’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Documents. Neither the The Trustee nor and the Control Party shall will not be required to follow any such adviceadvance, direction or objection. In addition, notwithstanding anything herein or in the other Transaction Documents to the contrary, the Controlling Class Representative shall not be able to prevent the Control Party from transferring the ownership of all or any portion of the Collateral if any Advance by the Servicer has beenis outstanding for twelve (12) months (or longer) and the Control Party determines in accordance with the Servicing Standard that such transfer of ownership would be in the best interestsinterest of the Noteholders (taken as a whole). (f) The Control Party shall not be liable with respect Notwithstanding anything herein to the contrary, any action it takes, suffers or omits to take in good faith at Consent Request affecting the direction rights of the Controlling Noteholders of any Class Representative and/or any Noteholder; provided that A-1 Notes will also require the Control Party shall have no responsibility for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If there is no Controlling consent of the related Class Representative, the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith in accordance with the IndentureA-1 Administrative Agent.

Control Party. (a) The Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request that does not require the consent of any Noteholder or the Controlling Class Representative. (b) For Subject to the terms of this Base Indenture, each Controlling Class Representative will be entitled to instruct the Control Party with respect to the approval (or rejection) of Consent Requests. The Controlling Class Representative will be authorized (but not required) to approve (or reject) Consent Requests, other than Consent Requests that can be approved by the Control Party without the consent of any Noteholders or the Controlling Class Representative and Consent Request Requests that expressly requires, require the consent of Noteholders pursuant to the terms of this Base Indenture and the other Transaction Documents. If at any time there is no Controlling Class Representative (including prior to the election and appointment, if any, of a Controlling Class Representative following the consent Closing Date or direction following the resignation or removal of the an existing Controlling Class Representative, the Control Party shall review such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve ) or reject such Consent Request. Notwithstanding anything herein to the contrary, the Controlling Class Representative shall have the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until the Control Party receives the consent of the applicable Noteholders or the Controlling Class Representative; provided that if the Controlling Class Representative fails to approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a Consent Request and the related Consent Recommendation to Recommendation, the Control Party will approve or reject the Consent Request in accordance with the Servicing Standard. Notwithstanding the foregoing, the consent of the Controlling Class Representative (or if there is no Controlling Class Representative at such time (includingtime, without limitationa Majority of Controlling Class Members) will be required to waive any Servicer Termination Event; provided, prior however, a waiver of certain Servicer Termination Events shall also require the consent of the Trustee pursuant to the first CCR Election Period or upon the issuance of a new Series of Notes), the Control Party shall be authorized (but not required) to implement such Consent Request in accordance with the Control Party Servicing Agreement, whether or not this Indenture or any Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party Termination Events. (c) For any Consent Request that expressly requires the consent consent, waiver or direction of any Noteholders, the affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2, the Control Party will review such Consent Request and will formulate and present a Consent Recommendation to the Trustee, which will forward such Consent Request and Consent Recommendation to the applicable Noteholders. The Control Party will be required to obtain the consent of the applicable Noteholders with respect to such Consent Request, as required under the Transaction Documents, to implement such Consent Requests. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Law, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Documents, including, without limitation with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control PartyServicer’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Documents. Neither the The Trustee nor and the Control Party shall not be required to follow any such advice, direction or objection. In addition, notwithstanding anything herein or in the other Transaction Documents to the contrary, the Controlling Class Representative shall not be able to, after the occurrence and during the continuance of an Event of Default, prevent the Control Party from transferring the ownership of all or any portion of the Collateral if any Advance by the Servicer is outstanding and the Control Party determines in accordance with the Servicing Standard that such transfer of ownership would be in the best interests of the Noteholders (taken as a whole). (f) The Control Party shall not be liable with respect Notwithstanding anything herein to the contrary, any action it takes, suffers or omits to take in good faith at Consent Request affecting the direction rights of the Controlling Noteholders of any Class Representative and/or any Noteholder; provided that A-1 Notes will also require the Control Party shall have no responsibility for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If there is no Controlling consent of the related Class Representative, the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith in accordance with the IndentureA-1 Administrative Agent.

Control Party. (a) The Pursuant to the Indenture and the other Related Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request Requests that does do not require the consent of any Noteholder or the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and the or any other Transaction DocumentsRelated Document, the consent or direction of the Controlling Class Representative, the Control Party shall review such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject such Consent Request. Notwithstanding anything herein to the contrary, the Controlling Class Representative shall have the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until the Control Party receives the consent of the applicable Noteholders or the Controlling Class Representative; provided that if the Controlling Class Representative fails to approve or reject a Consent Request within ten (10) Business Days following delivery of a Consent Request and the related Consent Recommendation to the Controlling Class Representative or if there is no Controlling Class Representative at such time (including, without limitation, prior to the first CCR Election Period or upon the issuance of a new Series of Notes), the Control Party shall be authorized (but not required) to implement such Consent Request in accordance with the Control Party Agreement, whether or not this Indenture or any Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party Termination Events. (c) For any Consent Request that expressly requires the consent or direction of affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2Noteholders, the Control Party will review such Consent Request and will formulate and present a Consent Recommendation to the Trustee, which will forward such Consent Request and Consent Recommendation to Trustee shall follow the applicable Noteholders. The Control Party will be required to obtain the consent procedures set forth in Section 2.4 of the applicable Noteholders with respect to such Consent Request, as required under the Transaction Documents, to implement such Consent RequestsServicing Agreement. (c) [Reserved]. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Related Documents, including, without limitation with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control Party’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility responsibilities under this Base Indenture, the Notes and the other Transaction Related Documents. Neither the The Trustee nor and the Control Party shall will not be required to follow any such advice, direction direction, or objection. (f) The Control Party shall not be liable with respect . In addition, notwithstanding anything herein or in the other Related Documents to any action it takesthe contrary, suffers or omits to take in good faith at the direction of the Controlling Class Representative and/or any Noteholder; provided that shall not be able to prevent the Control Party shall have no responsibility from transferring the ownership of all or any portion of the Securitized Assets (including by way of foreclosure on the Equity Interests of the Master Issuer) if any Advance by the Servicer has been outstanding for determining whether any such Person is authorized to provide such direction hereunder twelve (12) months (or under any other Transaction Document. If there is no Controlling Class Representative, longer) and the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith determines in accordance with the IndentureServicing Standard that such transfer of ownership would be in the best interests of the Noteholders (taken as a whole).

Control Party. (a) The Pursuant to the Indenture and the other Transaction Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request that does not require the consent of any Noteholder or Noteholder, including the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and or the other Transaction Documents, the consent or direction of the Controlling Class Representative, the Control Party shall review evaluate such Consent Request, form a Consent Recommendation and then promptly deliver such Consent Request and shall formulate and present a such Consent Recommendation to the Controlling Class Representative whether (if a Controlling Class Representative exists at such time). Subject to approve or reject such Consent Request. Notwithstanding anything herein to Section 11.4(e) and except as provided in the contraryfollowing sentence, until the Controlling Class Representative shall have consents to a Consent Request, the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until Request; provided that the Control Party receives the consent of the applicable Noteholders or shall work in good faith with the Controlling Class Representative to obtain such consent. Notwithstanding anything in any Transaction Document to the contrary, if at any time there is no Controlling Class Representative (including prior to the CCR Election Period resulting from the issuance of the Series 2020-1 Notes and prior to the election and appointment of a substitute Controlling Class Representative following the resignation or removal of a Controlling Class Representative; provided that ) or if the Controlling Class Representative fails to does not approve or reject a Consent Request within ten (10) Business Days following delivery deliveryafter receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative or if there is no Controlling Class Representative at such time (including, without limitation, prior to following the first CCR Election Period resignation or upon removal of the issuance of a new Series of NotesControlling Class Representative), the Control Party shall be is authorized (but not required) to take action in response toconsent and implement such Consent Request in accordance with the Control Party AgreementServicing Standard, whether or not this the Indenture or any other Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party the waiver of any Servicer Termination Events. (c) For any Consent Request that expressly requires requires, pursuant to the terms of Section 13.2, the consent or direction of any affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2Noteholders, the Control Party will review shall evaluate such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, which will shall forward such Consent Request and such Consent Recommendation to each Noteholder or each affected Noteholder, as applicable. Subject to Section 11.4(e) and except as provided in the applicable Noteholders. The Control Party will be required to obtain following sentence, until the consent of the applicable Noteholders with respect each Noteholder that is required to consent to any such Consent RequestRequest has been obtained and the Control Party is provided with notice of such consents being obtained by the Trustee, as required under the Transaction Documents, Control Party is not authorized to implement such Consent RequestsRequest; provided that the Control Party shall work in good faith with the Trustee to identify and deliver to the Trustee for delivery by the Trustee to such Noteholders such additional information and Consent Recommendations as may be appropriate in accordance with the Servicing Standard to obtain such consent. (d) The Control Party shall promptly notify the Trustee, the ManagerManagerManagers, the Back-Up Manager, the Issuer IssuerCo-Issuers and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the ManagerManagerManagers, the Back-Up Manager, the Issuer IssuerCo-Issuers and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Documents, including, without limitation limitation, with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control PartyServicer’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Documents. Neither the The Trustee nor and the Control Party shall will not be required to follow any such adviceadvance, direction or objection. In addition, notwithstanding anything herein or in the other Transaction Documents to the contrary, the Controlling Class Representative shall not be able to prevent the Control Party from transferring the ownership of all or any portion of the Collateral if any Advance by the Servicer has been outstanding for twelve (12) months (or longer) and the Control Party determines in accordance with the Servicing Standard that such transfer of ownership would be in the best interests of the Noteholders (taken as a whole). (f) The Control Party shall not be liable with respect Notwithstanding anything herein to the contrary, any action it takes, suffers or omits to take in good faith at Consent Request affecting the direction rights of the Controlling Noteholders of any Class Representative and/or any Noteholder; provided that A-1 Notes will also require the Control Party shall have no responsibility for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If there is no Controlling consent of the related Class Representative, the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith in accordance with the IndentureA-1 Administrative Agent.

Control Party. (a) The Pursuant to the Indenture and the other Transaction Documents, the Control Party is authorized to consent to and to implement, subject to the Control Party AgreementServicing Standard, any Consent Request Requests that does do not require the consent of any Noteholder or Noteholder, including the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and or the other Transaction Documents, the consent or direction of the Controlling Class Representative, the Control Party shall review such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject such Consent Request. Notwithstanding anything herein to the contrary, the Controlling Class Representative shall have the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until the Control Party receives the consent of the applicable Noteholders or the Controlling Class Representative; provided that that, subject to Section 6.3 of the Servicing Agreement, if the Controlling Class Representative fails to approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative Recommendation, or if there is no Person acting as the Controlling Class Representative at such time (including, without limitation, prior to the first including during any CCR Election Period or upon the issuance of a new Series of NotesPeriod), the Control Party shall be authorized (but not required) to implement approve or reject such Consent Request in accordance with the Control Party Agreement, whether or not this Indenture or any Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, (other than with respect to Control Party the waiver of any Servicer Termination Events) in accordance with the Servicing Standard. (c) For any Consent Request that expressly requires the consent or direction of affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2such as, among other things, any amendment, waiver or other modification that would extend the due date for, or reduce the amount of any scheduled repayment or prepayment of principal of, premium, if any, or interest on any Note or change the provisions of the Priority of Payments, the Control Party will review such Consent Request and will formulate and present a Consent Recommendation to the Trustee, which will forward such Consent Request and Consent Recommendation to the applicable Noteholders. The Control Party will be required to obtain the consent of the applicable Noteholders with respect to such Consent Request, as required under the Transaction Documents, to implement such Consent Requests. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Documents, including, without limitation limitation, with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control PartyServicer’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Documents. Neither the The Trustee nor and the Control Party shall will not be required to follow any such advice, direction or objection. In addition, notwithstanding anything herein or in the other Transaction Documents to the contrary, the Controlling Class Representative shall not be able to prevent the Control Party from transferring the ownership of all or any portion of the Collateral (including by foreclosure on the Equity Interests of the Co-Issuers) if any Advance by the Servicer has been outstanding for twelve (12) months (or longer) and the Control Party determines in accordance with the Servicing Standard that such transfer of ownership would be in the best interests of the Noteholders (taken as a whole). (f) The Control Party shall not be liable with respect Notwithstanding anything herein to the contrary, any action it takes, suffers or omits to take in good faith at Consent Request affecting the direction rights of the Controlling Noteholders of any Class Representative and/or any Noteholder; provided that A-1 Notes will also require the Control Party shall have no responsibility for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If there is no Controlling consent of the related Class Representative, the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith in accordance with the IndentureA-1 Administrative Agent.

Control Party. (a) The Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request that does not require the consent of any Noteholder or the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base Indenture and the other Transaction Documents, the consent consent, waiver or direction of any Noteholders or the Controlling Class Representative, the Servicer in its capacity as Control Party shall review such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject such Consent Request. Notwithstanding anything herein to the contrary, the Controlling Class Representative shall have the sole discretion to approve or reject any Consent Request and the The Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not be authorized to implement any such Consent Request until the Control Party receives the consent consent, waiver or direction of the applicable Noteholders or the Controlling Class Representative; provided that subject to Section 6.3 of the Servicing Agreement, if the Controlling Class Representative fails to approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative Recommendation, or if there is no Person acting as the Controlling Class Representative at such time (including, without limitation, prior to the first CCR Election Period or upon the issuance of a new Series of Notes)time, the Control Party shall be authorized (but not required) to implement such Consent Request in accordance with the Control Party AgreementServicing Standard; provided that a Majority of Controlling Class Members and, whether or not this Indenture or any Transaction Document indicates that in certain instances, the Control Party is consent of the Trustee will be required to act with waive any Servicer Termination Event. Notwithstanding anything herein to the contrary, amendments or waivers affecting the rights of the holders of the Class A-1 Notes shall also require the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party Termination EventsA-1 Administrative Agent. (c) For any Consent Request that expressly requires the consent or direction of affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2such as, among other things, any amendment, waiver or other modification that would extend the due date for, or reduce the amount of any scheduled repayment or prepayment of principal of, premium, if any, or interest on any Note or change the provisions of the Priority of Payments, the Control Party will shall review such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, which will forward such Consent Request and Consent Recommendation to the applicable Noteholders. The Control Party will be required to obtain Until the consent of each Noteholder that is required to consent has been obtained and the applicable Noteholders Control Party is provided with respect to notice of such consents being obtained by the Co-Issuers, the Control Party shall not implement such Consent Request; provided that the Control Party shall, in accordance with the Servicing Standard, respond to reasonable requests from the Co-Issuers and the Trustee to identify and deliver to the Trustee for posting to the Trustee’s internet website such additional information in its possession as required under may be appropriate in accordance with the Transaction Documents, Servicing Standard to implement obtain such Consent Requestsconsent. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Law, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Documents, including, without limitation with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Servicer’s (in its capacity as Servicer or Control Party) responsibilities under the Servicing Agreement, or reduce the scope of the Servicer’s or Control Party’s responsibilities under the Control Party Agreement rights, or (iv) expand the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Documents. Neither the The Trustee nor and the Control Party shall not be required to follow any such advice, direction or objection. (f) The Control Party shall not be liable with respect . In addition, notwithstanding anything herein or in the other Transaction Documents to any action it takesthe contrary, suffers or omits to take in good faith at the direction of the Controlling Class Representative and/or any Noteholder; provided that shall not be able to prevent the Control Party shall have no responsibility from transferring the ownership of all or any portion of the Collateral if any Advance by the Servicer has been outstanding for determining whether any such Person is authorized to provide such direction hereunder twelve (12) months (or under any other Transaction Document. If there is no Controlling Class Representative, longer) and the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith determines in accordance with the IndentureServicing Standard that such transfer of ownership would be in the best interest of the Noteholders (taken as a whole).

Control Party. (a) The Pursuant to the Indenture and the other Transaction Documents, the Control Party is authorized to consent to and to implement, subject to the Control Party AgreementServicing Standard, any Consent Request Requests that does do not require the consent of any Noteholder or Noteholder, including the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and or the other Transaction Documents, the consent or direction of the Controlling Class Representative, the Control Party shall review such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject such Consent Request. Notwithstanding anything herein to the contrary, the Controlling Class Representative shall have the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until the Control Party receives the consent of the applicable Noteholders or the Controlling Class Representative; provided that that, subject to Section 6.3 of the Servicing Agreement, if the Controlling Class Representative fails to approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative Recommendation, or if there is no Person acting as the Controlling Class Representative at such time (including, without limitation, prior to the first including during any CCR Election Period or upon the issuance of a new Series of NotesPeriod), the Control Party shall be authorized (but not required) to implement approve or reject such Consent Request in accordance with the Control Party Agreement, whether or not this Indenture or any Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, (other than with respect to Control Party the waiver of any Servicer Termination Events) in accordance with the Servicing Standard. (c) For any Consent Request that expressly requires the consent or direction of affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2such as, among other things, any amendment, waiver or other modification that would extend the due date for, or reduce the amount of any scheduled repayment or prepayment of principal of, premium, if any, or interest on any Note or change the provisions of the Priority of Payments, the Control Party will review such Consent Request and will formulate and present a Consent Recommendation to the Trustee, which will forward such Consent Request and Consent Recommendation to the applicable Noteholders. The Control Party will be required to obtain the consent of the applicable Noteholders with respect to such Consent Request, as required under the Transaction Documents, to implement such Consent Requests. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Documents, including, without limitation limitation, with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control PartyServicer’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Documents. Neither the The Trustee nor and the Control Party shall will not be required to follow any such advice, direction or objection. In addition, notwithstanding anything herein or in the other Transaction Documents to the contrary, the Controlling Class Representative shall not be able to prevent the Control Party from transferring the ownership of all or any portion of the Collateral (including by foreclosure on the Equity Interests of the Issuer) if any Advance by the Servicer has been outstanding for twelve (12) months (or longer) and the Control Party determines in accordance with the Servicing Standard that such transfer of ownership would be in the best interests of the Noteholders (taken as a whole). (f) The Control Party shall not be liable with respect Notwithstanding anything herein to the contrary, any action it takes, suffers or omits to take in good faith at Consent Request affecting the direction rights of the Controlling Noteholders of any Class Representative and/or any Noteholder; provided that A-1 Notes will also require the Control Party shall have no responsibility for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If there is no Controlling consent of the related Class Representative, the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith in accordance with the IndentureA-1 Administrative Agent.

Control Party. (a) The Pursuant to the Indenture and the other Related Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request that does not require the consent of any Noteholder or Noteholder, including the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and the other Transaction Related Documents, the consent or direction of the Controlling Class Representative, the Control Party shall review evaluate such Consent Request, form a Consent Recommendation and then promptly deliver such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject (if a Controlling Class Representative exists at such Consent Requesttime). Notwithstanding anything herein to Except as provided in the contraryfollowing sentence, until the Controlling Class Representative shall have consents to a Consent Request, the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until Request, provided that the Control Party receives the consent of the applicable Noteholders or shall work in good faith with the Controlling Class Representative; provided that Representative to obtain such consent. Notwithstanding anything in any Related Document to the contrary, if the Controlling Class Representative fails to does not reject or approve or reject a Consent Request Recommendation within ten (10) Business Days following delivery of a Consent Request and the related Consent Recommendation to the Controlling Class Representative or if there is no Controlling Class Representative at such time (including, without limitation, prior to the first CCR Election Period or upon following the issuance resignation or removal of a new Series of Notesthe Controlling Class Representative), the Control Party shall be is authorized (but not required) to implement such Consent Request in accordance with the Control Party AgreementServicing Standard, whether or not this the Indenture or any Transaction Related Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party Servicer Termination Events. (c) For any Consent Request that expressly requires the consent or direction of any affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2, the Control Party will review shall evaluate such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, Trustee which will shall forward such Consent Request and the Consent Recommendation to the applicable Noteholderseach Noteholder or each affected Noteholder, as applicable. The Control Party will be required Subject to obtain Section 11.4(e), until the consent of each Noteholder that is required to consent to any such Consent Request has been obtained and the applicable Noteholders Control Party is provided with respect notice of such consents being obtained by the Trustee, the Control Party is not authorized to implement such Consent Request, provided that the Control Party shall work in good faith with the Trustee to identify and deliver to the Trustee for delivery by the Trustee to such Noteholders such additional information and Consent Recommendations as required under may be appropriate in accordance with the Transaction Documents, Servicing Standard to implement obtain such Consent Requestsconsent. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Related Documents, including, without limitation with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party Agreement, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any claim, suit or material liability, or (iii) materially expand the scope of the Control Party’s responsibilities under the Control Party Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Documents. Neither the Trustee nor the Control Party shall be required to follow any such advice, direction or objection. (f) The Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith at the direction of the Controlling Class Representative and/or any Noteholder; provided that the Control Party shall have no responsibility for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If there is no Controlling Class Representative, the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith in accordance with the Indenture.Servicing Standard,

Control Party. (a) The Pursuant to the Indenture and the other Related Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request Requests that does do not require the consent of any Noteholder or the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and the other Transaction Related Documents, the consent or direction of the Controlling Class Representative, the Control Party Party, shall review such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject such Consent Request. Notwithstanding anything herein to the contrary, the (if a Controlling Class Representative shall have exists at such time). Except as provided in the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request following sentence, until the Control Party receives the consent of the applicable Noteholders or the Controlling Class Representative; provided that , the Control Party shall not be authorized to implement any such Consent Request. Notwithstanding anything in any Related Document to the contrary, if the Controlling Class Representative fails to reject or approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative Recommendation, or if there is no Person acting as the Controlling Class Representative at such time (including, without limitation, prior to the first CCR Election Period or upon following the issuance resignation or removal of a new Series of Notesthe Controlling Class Representative), the Control Party shall be authorized (but not required) to implement such Consent Request in accordance with the Control Party AgreementServicing Standard, whether or not this the Indenture or any Transaction Related Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party Servicer Termination Events. (c) For any Consent Request Requests that expressly requires require the consent or direction of affected Noteholders or 100% of the Noteholders pursuant to Section 13.2 or the terms of the Indenture or other Transaction Related Documents, including pursuant to Section 13.2, the Control Party will shall review such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, which will shall forward the Consent Request and the Consent Recommendation to each Noteholder or each affected Noteholder, as applicable. Subject to Section 11.4(e), until the consent of each Noteholder that is required to consent to any such Consent Request has been obtained and Consent Recommendation to the applicable Noteholders. The Control Party will has been provided with notice of such consents being obtained by the Trustee, the Control Party shall not be required to obtain the consent of the applicable Noteholders with respect to such Consent Request, as required under the Transaction Documents, authorized to implement such Consent Requests, provided that the Control Party shall work in good faith with the Trustee to identify and deliver to the Trustee for delivery by the Trustee to such Noteholders such additional information and Consent Recommendations as may be appropriate in accordance with the Servicing Standard to obtain such consent. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee Control Party, the Servicer or the Control Party Trustee to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Related Documents, including, without limitation with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party Party, the Servicer or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Servicer’s or the Control Party’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Related Documents. Neither the The Trustee nor and the Control Party shall not be required to follow any such advice, direction direction, or objection. (f) The Control Party shall not be liable with respect . In addition, notwithstanding anything herein or in the other Related Documents to any action it takesthe contrary, suffers or omits to take in good faith at the direction of the Controlling Class Representative and/or any Noteholder; provided that shall not be able to prevent the Control Party shall have no responsibility from transferring the ownership of all or any portion of the Securitized Assets (including by way of foreclosure on the Equity Interests of the Master Issuer) if any Advance by the Servicer has been outstanding for determining whether any such Person is authorized to provide such direction hereunder 90 days (or under any other Transaction Document. If there is no Controlling Class Representative, longer) and the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith determines in accordance with the IndentureServicing Standard that such transfer of ownership would be in the best interests of the Noteholders (taken as a whole).

Control Party. (a) The Pursuant to the Indenture and the other Related Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request that does not require the consent of any Noteholder or Noteholder, including the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and the other Transaction Related Documents, the consent or direction of the Controlling Class Representative, the Control Party shall review evaluate such Consent Request, form a Consent Recommendation and then promptly deliver such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject (if a Controlling Class Representative exists at such Consent Requesttime). Notwithstanding anything herein to Except as provided in the contraryfollowing sentence, until the Controlling Class Representative shall have consents to a Consent Request, the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until Request, provided that the Control Party receives the consent of the applicable Noteholders or shall work in good faith with the Controlling Class Representative; provided that Representative to obtain such consent. Notwithstanding anything in any Related Document to the contrary, if the Controlling Class Representative fails to does not reject or approve or reject a Consent Request Recommendation within ten (10) Business Days following delivery of a Consent Request and the related Consent Recommendation to the Controlling Class Representative or if there is no Controlling Class Representative at such time (including, without limitation, prior to the first CCR Election Period or upon following the issuance resignation or removal of a new Series of Notesthe Controlling Class Representative), the Control Party shall be is authorized (but not required) to implement such Consent Request in accordance with the Control Party AgreementServicing Standard, whether or not this the Indenture or any Transaction Related Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party Servicer Termination Events. (c) For any Consent Request that expressly requires the consent or direction of any affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2, the Control Party will review shall evaluate such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, Trustee which will shall forward such Consent Request and the Consent Recommendation to the applicable Noteholderseach Noteholder or each affected Noteholder, as applicable. The Control Party will be required Subject to obtain Section 11.4(e), until the consent of each Noteholder that is required to consent to any such Consent Request has been obtained and the applicable Noteholders Control Party is provided with respect notice of such consents being obtained by the Trustee, the Control Party is not authorized to implement such Consent Request, provided that the Control Party shall work in good faith with the Trustee to identify and deliver to the Trustee for delivery by the Trustee to such Noteholders such additional information and Consent Recommendations as required under may be appropriate in accordance with the Transaction Documents, Servicing Standard to implement obtain such Consent Requestsconsent. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Related Documents, including, without limitation with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control Party’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Related Documents. Neither In addition, notwithstanding anything herein or in the Trustee nor other Related Documents to the Control Party shall be required to follow any such advicecontrary, direction or objection. (f) The Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith at the direction of the Controlling Class Representative and/or any Noteholder; provided that shall not be able to prevent the Control Party shall have no responsibility from transferring the ownership of all or any portion of the Collateral (including by way of foreclosure on the Equity Interests of the Master Issuer) if any Advance by the Servicer has been outstanding for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If there is no Controlling Class Representative, twelve months and the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith determines in accordance with the IndentureServicing Standard that such transfer of ownership would be in the best interests of the Noteholders (taken as a whole).

Control Party. (a) The Pursuant to the Indenture and the other Transaction Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request that does not require the consent of any Noteholder or Noteholder, including the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and or the other Transaction Documents, the consent or direction of the Controlling Class Representative, the Control Party shall review evaluate such Consent Request, form a Consent Recommendation and then promptly deliver such Consent Request and shall formulate and present a such Consent Recommendation to the Controlling Class Representative whether (if a Controlling Class Representative exists at such time). Subject to approve or reject such Consent Request. Notwithstanding anything herein to Section 11.4(e) and except as provided in the contraryfollowing sentence, until the Controlling Class Representative shall have consents to, waives or provides direction in connection with a Consent Request, the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until Request; provided that the Control Party receives the consent of the applicable Noteholders or the Controlling Class Representative; provided that if shall work in good faith with the Controlling Class Representative fails to obtain such consent. Notwithstanding anything in any Transaction Document to the contrary, if at any time there is no Controlling Class Representative (including prior to the CCR Election Period resulting from the issuance of the Series ▇▇▇▇-▇▇▇▇▇-▇ Notes and prior to the election and appointment of a substitute Controlling Class Representative or following the resignation or removal of aan existing Controlling Class Representative) or if thean existing Controlling Class Representative does not approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative or if there is no Controlling Class Representative at such time (including, without limitation, prior to following the first CCR Election Period resignation or upon removal of the issuance of a new Series of NotesControlling Class Representative), the Control Party shall be is authorized (but not required) to consent and implement such Consent Request or reject such Consent Request, in each case, in accordance with the Control Party AgreementServicing Standard, whether or not this the Indenture or any other Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party the waiver of any Servicer Termination Events. (c) For any Consent Request that expressly requires requires, pursuant to the terms of Section 13.2, the consent or direction of any affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2Noteholders, the Control Party will review shall evaluate such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, which will shall forward such Consent Request and such Consent Recommendation to each Noteholder or each affected Noteholder, as applicable. Subject to Section 11.4(e) and except as provided in the applicable Noteholders. The Control Party will be required to obtain following sentence, until the consent of the applicable Noteholders with respect each Noteholder that is required to consent to any such Consent RequestRequest has been obtained and the Control Party is provided with notice of such consents being obtained by the Trustee, as required under the Transaction Documents, Control Party is not authorized to implement such Consent RequestsRequest; provided that the Control Party shall work in good faith with the Trustee to identify and deliver to the Trustee for delivery by the Trustee to such Noteholders such additional information and Consent Recommendations as may be appropriate in accordance with the Servicing Standard to obtain such consent. (d) The Control Party shall promptly notify the Trustee, the ManagerManagers, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the ManagerManagers, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Documents, including, without limitation limitation, with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party Party, the Servicer or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control PartyServicer’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Documents. Neither the The Trustee nor and the Control Party shall will not be required to follow any such adviceadvanceadvice , direction or objection. In addition, notwithstanding anything herein or in the other Transaction Documents to the contrary, the Controlling Class Representative shall not be able to prevent the Control Party from transferring the ownership of all or any portion of the Collateral if any Advance is outstanding and the Control Party determines in accordance with the Servicing Standard that such transfer of ownership would be in the best interest of the Noteholders (taken as a whole). (f) The Control Party shall not be liable with respect Notwithstanding anything herein to the contrary, any action it takes, suffers or omits to take in good faith at Consent Request affecting the direction rights of the Controlling Noteholders of any Class Representative and/or any Noteholder; provided that A-1 Notes will also require the Control Party shall have no responsibility for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If there is no Controlling consent of the related Class Representative, the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith in accordance with the IndentureA-1 Administrative Agent.

Control Party. (a) The Pursuant to the Indenture and the other Transaction Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request that does not require the consent of any Noteholder or Noteholder, including the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and or the other Transaction Documents, the consent or direction of the Controlling Class Representative, the Control Party shall review evaluate such Consent Request, form a Consent Recommendation and then promptly deliver such Consent Request and shall formulate and present a such Consent Recommendation to the Controlling Class Representative whether (if a Controlling Class Representative exists at such time). Subject to approve or reject such Consent Request. Notwithstanding anything herein to Section 11.4(e) and except as provided in the contraryfollowing sentence, until the Controlling Class Representative shall have consents to a Consent Request, the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until Request; provided that the Control Party receives the consent of the applicable Noteholders or shall work in good faith with the Controlling Class Representative to obtain such consent. Notwithstanding anything in any Transaction Document to the contrary, if at any time there is no Controlling Class Representative (including prior to the CCR Election Period resulting from the issuance of the Series 2020-1 Notes and prior to the election and appointment of a substitute Controlling Class Representative following the resignation or removal of a Controlling Class Representative; provided that ) or if the Controlling Class Representative fails to does not approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative or if there is no Controlling Class Representative at such time (including, without limitation, prior to following the first CCR Election Period resignation or upon removal of the issuance of a new Series of NotesControlling Class Representative), the Control Party shall be is authorized (but not required) to consent and implement such Consent Request in accordance with the Control Party AgreementServicing Standard, whether or not this the Indenture or any other Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party the waiver of any Servicer Termination Events. (c) For any Consent Request that expressly requires requires, pursuant to the terms of Section 13.2, the consent or direction of any affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2Noteholders, the Control Party will review shall evaluate such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, which will shall forward such Consent Request and such Consent Recommendation to each Noteholder or each affected Noteholder, as applicable. Subject to Section 11.4(e) and except as provided in the applicable Noteholders. The Control Party will be required to obtain following sentence, until the consent of the applicable Noteholders with respect each Noteholder that is required to consent to any such Consent RequestRequest has been obtained and the Control Party is provided with notice of such consents being obtained by the Trustee, as required under the Transaction Documents, Control Party is not authorized to implement such Consent RequestsRequest; provided that the Control Party shall work in good faith with the Trustee to identify and deliver to the Trustee for delivery by the Trustee to such Noteholders such additional information and Consent Recommendations as may be appropriate in accordance with the Servicing Standard to obtain such consent. (d) The Control Party shall promptly notify the Trustee, the ManagerManagers, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the ManagerManagers, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Documents, including, without limitation limitation, with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control PartyServicer’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Documents. Neither the The Trustee nor and the Control Party shall will not be required to follow any such adviceadvance, direction or objection. In addition, notwithstanding anything herein or in the other Transaction Documents to the contrary, the Controlling Class Representative shall not be able to prevent the Control Party from transferring the ownership of all or any portion of the Collateral if any Advance by the Servicer has been outstanding for twelve (12) months (or longer) and the Control Party determines in accordance with the Servicing Standard that such transfer of ownership would be in the best interests of the Noteholders (taken as a whole). (f) The Control Party shall not be liable with respect Notwithstanding anything herein to the contrary, any action it takes, suffers or omits to take in good faith at Consent Request affecting the direction rights of the Controlling Noteholders of any Class Representative and/or any Noteholder; provided that A-1 Notes will also require the Control Party shall have no responsibility for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If there is no Controlling consent of the related Class Representative, the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith in accordance with the IndentureA-1 Administrative Agent.

Control Party. (a) The Pursuant to the Indenture and the other Transaction Documents, the Control Party is authorized to consent to and to implement, subject to the Control Party AgreementServicing Standard, any Consent Request Requests that does do not require the consent of any Noteholder or Noteholder, including the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and or the other Transaction Documents, the consent or direction of the Controlling Class Representative, the Control Party shall review such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject such Consent Request. Notwithstanding anything herein to the contrary, the Controlling Class Representative shall have the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until the Control Party receives the consent of the applicable Noteholders or the Controlling Class Representative; provided that that, subject to Section 6.3 of the Servicing Agreement, if the Controlling Class Representative fails to approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative Recommendation, or if there is no Person acting as the Controlling Class Representative at such time (including, without limitation, prior to the first CCR Election Period, prior during any CCR Election Period (to the extent there is not at such time an elected Controlling Class Representative) or upon following the issuance resignation and removal of a new Series of Notesthe Controlling Class Representative), the Control Party shall be authorized (but not required) to implement approve or reject such Consent Request in accordance with the Control Party Agreement, whether or not this Indenture or any Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, (other than with respect to Control Party the waiver of any Servicer Termination Events) in accordance with the Servicing Standard. (c) For any Consent Request that expressly requires the consent or direction of affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2such as, among other things, any amendment, waiver or other modification that would extend the due date for, or reduce the amount of any scheduled repayment or prepayment of principal of, premium, if any, or interest on any Note or change the provisions of the Priority of Payments, the Control Party will review such Consent Request and will formulate and present a Consent Recommendation to the Trustee, which will forward such Consent Request and Consent Recommendation to the applicable Noteholders. The Control Party will be required to obtain the consent of the applicable Noteholders with respect to such Consent Request, as required under the Transaction Documents, to implement such Consent Requests. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Documents, including, without limitation limitation, with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control PartyServicer’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Documents. Neither the The Trustee nor and the Control Party shall will not be required to follow any such advice, direction or objection. In addition, notwithstanding anything herein or in the other Transaction Documents to the contrary, the Controlling Class Representative shall not be able to prevent the Control Party from transferring the ownership of all or any portion of the Collateral (including by foreclosure on the Equity Interests of the Issuer) if any Advance by the Servicer has been outstanding for twelve (12) months (or longer) and the Control Party determines in accordance with the Servicing Standard that such transfer of ownership would be in the best interests of the Noteholders (taken as a whole). (f) The Control Party shall not be liable with respect Notwithstanding anything herein to the contrary, any action it takes, suffers or omits to take in good faith at Consent Request affecting the direction rights of the Controlling Noteholders of any Class Representative and/or any Noteholder; provided that A-1 Notes will also require the Control Party shall have no responsibility for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If there is no Controlling consent of the related Class Representative, the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith in accordance with the IndentureA-1 Administrative Agent.

Control Party. (a) The Pursuant to the Indenture and the other Related Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request Requests that does do not require the consent of any Noteholder or the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and the other Transaction Related Documents, the consent or direction of the Controlling Class Representative, the Servicer, as Control Party Party, shall review such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject such Consent Request. Notwithstanding anything herein to the contrary, the Controlling Class Representative shall have the sole discretion to approve or reject any Consent Request and the The Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not be authorized to implement any such Consent Request until the Control Party receives the consent of the applicable Noteholders or the Controlling Class Representative; provided that if the Controlling Class Representative fails to approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative Recommendation, or if there is no Person acting as the Controlling Class Representative at such time (including, without limitation, prior to the first CCR Election Period or upon Period, prior to the issuance election of a new Series Controlling Class Representative or following the resignation or removal of Notes)the Controlling Class Representative pursuant to Section 11.1, the Control Party shall be authorized (but not required) to implement such Consent Request in accordance with the Control Party Agreement, whether or not this Indenture or any Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent RequestServicing Standard, other than with respect to Control Party Servicer Termination Events. (c) For any Consent Request Requests that expressly requires require the consent or direction of affected Noteholders or 100% of the Noteholders pursuant to Section 13.2 or the terms of the Indenture or other Transaction Related Documents, including pursuant to Section 13.2, the Control Party will shall review such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, which will shall forward such the Consent Request and the Consent Recommendation to the applicable Noteholderseach Noteholder or each affected Noteholder, as applicable. The Control Party Trustee will be required to obtain the consent of the applicable Noteholders with respect to such Consent RequestNoteholders, as required under the Transaction Related Documents, to implement such Consent Requests and until such time as the Control Party has been provided with copies of the consents received by the Trustee, the Control Party shall not be authorized to implement such Consent Requests. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Related Documents, including, without limitation with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control Party’s responsibilities under the Control Party Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Documents. Neither the Trustee nor the Control Party shall be required to follow any such advice, direction or objection. (f) The Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith at the direction of the Controlling Class Representative and/or any Noteholder; provided that the Control Party shall have no responsibility for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If there is no Controlling Class Representative, the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith in accordance with the Indenture.or

Control Party. (a) The Pursuant to the Indenture and the other Related Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request Requests that does do not require the consent of any Noteholder or the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and the other Transaction Related Documents, the consent or direction of the Controlling Class Representative, the Control Party Party, shall review such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject such Consent Request. Notwithstanding anything herein to the contrary, the (if a Controlling Class Representative shall have exists at such time). Except as provided in the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request following sentence, until the Control Party receives the consent of the applicable Noteholders or the Controlling Class Representative; provided that , the Control Party shall not be authorized to implement any such Consent Request. Notwithstanding anything in any Related Document to the contrary, if the Controlling Class Representative fails to reject or approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative Recommendation, or if there is no Person acting as the Controlling Class Representative at such time (including, without limitation, prior to the first CCR Election Period or upon following the issuance resignation or removal of a new Series of Notesthe Controlling Class Representative), the Control Party shall be authorized (but not required) to implement such Consent Request in accordance with the Control Party AgreementServicing Standard, whether or not this the Indenture or any Transaction Related Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party Servicer Termination Events. (c) For any Consent Request Requests that expressly requires require the consent or direction of affected Noteholders or 100% of the Noteholders pursuant to Section 13.2 or the terms of the Indenture or other Transaction Related Documents, including pursuant to Section 13.2, the Control Party will shall review such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, which will shall forward the Consent Request and the Consent Recommendation to each Noteholder or each affected Noteholder, as applicable. Subject to Section 11.4(e), until the consent of each Noteholder that is required to consent to any such Consent Request has been obtained and Consent Recommendation to the applicable Noteholders. The Control Party will has been provided with notice of such consents being obtained by the Trustee, the Control Party shall not be required to obtain the consent of the applicable Noteholders with respect to such Consent Request, as required under the Transaction Documents, authorized to implement such Consent Requests, provided that the Control Party shall work in good faith with the Trustee to identify and deliver to the Trustee for delivery by the Trustee to such Noteholders such additional information and Consent Recommendations as may be appropriate in accordance with the Servicing Standard to obtain such consent. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee Control Party, the Servicer or the Control Party Trustee to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Related Documents, including, without limitation with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party Party, the Servicer or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability (and, on and after the CCR Amendments Implementation Date, any claim, suit or liability), or (iii) (A) prior to the CCR Amendment Implementation Date, materially expand the scope of the Servicer’s or the Control Party’s responsibilities under the Control Party Servicing Agreement or the other Related Documents or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction DocumentsRelated Documents or reduce any such party’s rights thereunder and (B) on and after the CCR Amendment Implementation Date, expand the scope of the Servicer’s or the Control Party’s responsibilities under the Servicing Agreement or the other Related Documents or the Trustee’s responsibility under this Indenture, the Notes and the other Related Documents or reduce any such party’s rights. Neither the The Trustee nor and the Control Party shall not be required to follow any such advice, direction direction, or objection. (f) The Control Party shall not be liable with respect . In addition, notwithstanding anything herein or in the other Related Documents to any action it takesthe contrary, suffers or omits to take in good faith at the direction of the Controlling Class Representative and/or any Noteholder; provided that shall not be able to prevent the Control Party shall have no responsibility from transferring the ownership of all or any portion of the Securitized Assets (including by way of foreclosure on the Equity Interests of the Master Issuer) if any Advance by the Servicer has been outstanding for determining whether any such Person is authorized to provide such direction hereunder 90 days (or under any other Transaction Document. If there is no Controlling Class Representative, longer) and the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith determines in accordance with the IndentureServicing Standard that such transfer of ownership would be in the best interests of the Noteholders (taken as a whole).

Control Party. (a) The Pursuant to the Indenture and the other Related Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementStandard, any Consent Request that does not require the consent of any Noteholder or Noteholder, including the Controlling Class Representative. (b) Subject to the terms of this Base Indenture and the Control Party Agreement, each Controlling Class Representative will be entitled to instruct the Control Party with respect to the approval of Consent Requests. The Controlling Class Representative will be authorized to approve Consent Requests other than (i) for so long as the Control Party (or successor Control Party) is in place under the Control Party Agreement (or successor agreement), Consent Requests that can be approved by the Control Party without the consent of any Noteholders or the Controlling Class Representative and (ii) Consent Requests that expressly require the consent of Noteholders pursuant to the terms of this Base Indenture and the other Related Documents. For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and the other Transaction Related Documents, the consent or direction of the Controlling Class Representative, the Control Party shall review evaluate such Consent Request, form a Consent Recommendation and then promptly deliver such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject (if a Controlling Class Representative exists at such Consent Requesttime). Notwithstanding anything herein to Except as provided in the contraryfollowing sentence, until the Controlling Class Representative shall have consents to a Consent Request, the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until Request, provided that the Control Party receives the consent of the applicable Noteholders or shall work in good faith with the Controlling Class Representative; provided that . Notwithstanding anything in any Related Document to the contrary, if the Controlling Class Representative fails to approve or reject a Consent Request within ten (10) Business Days following delivery of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative Representative, or if there is no Controlling Class Representative at such time (including, without limitation, prior to the first CCR Election Period or upon the issuance of a new Series of Notes)time, the Control Party shall be authorized (but not required) to implement approve or reject such Consent Request Request, other than in accordance with the Control Party AgreementTermination Events, whether or not this Indenture or any Transaction Document indicates that in accordance with the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party Termination EventsStandard. (c) For any Consent Request that expressly requires the consent or direction of any affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2, the Control Party will review shall evaluate such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, Trustee which will shall forward such Consent Request and the Consent Recommendation to the applicable Noteholderseach Noteholder or each affected Noteholder, as applicable. The Control Party will shall be required to obtain the consent of the applicable Noteholders with respect to such Consent RequestNoteholders, as required under the Transaction Related Documents, to implement such Consent Requests. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Back- Up Manager, the Master Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementStandard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Control Party, the Controlling Class Representative or any Noteholder may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Law, the terms of this Base Indenture, the Notes, the Control Party Agreement or the other Transaction Related Documents, including, without limitation with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementStandard, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control Party’s responsibilities under the Control Party Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Related Documents. Neither the The Trustee nor and the Control Party shall not be required to follow any such advice, direction or objection. For the avoidance of doubt, the rights, privileges, protections, indemnities, immunities and benefits afforded to the Control Party under the Control Party Agreement shall apply for purposes of all actions taken by it pursuant to the terms of the Related Documents. (f) The Upon any resignation or removal of the Control Party under the Control Party Agreement, the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith succeeded by (i) a Preapproved Successor Control Party at the direction of the Master Issuer, provided that any such Preapproved Successor Control Party accepts such appointment in its sole and absolute discretion, or (ii) to the extent no Preapproved Successor Control Party agrees to be engaged, a Person selected by the Controlling Class Representative and/or (or, if there is no Controlling Class Representative at such time, a Majority of Controlling Class Members). (g) During any Noteholder; provided Control Party Transition Period: (i) Any actions, approvals, waivers, consents, directions or other actions that would otherwise be permitted or required to be taken by the Control Party shall have no responsibility for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If will be taken by the Controlling Class Representative (or, if there is no Controlling Class Representative, except as specifically set forth in Section 2.5 and Section 2.6 of the Control Party shall not be liable with respect to any action it takesAgreement, suffers or omits to take in good faith in accordance with the Indenture.a Majority of Controlling Class Members) (“

Control Party. (a) The Pursuant to the Indenture and the other Transaction Documents, the Control Party is authorized to consent to and implementshall, subject to the Control Party AgreementServicing Standard, any approve or reject Consent Request Requests that does do not require the consent of any Noteholder or Noteholder, including the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and or the other Transaction Documents, the consent consent, waiver or direction of the Controlling Class Representative, the Control Party shall review such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject such Consent Request. Notwithstanding anything herein to the contrary, the Controlling Class Representative shall have the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until the Control Party receives the consent consent, waiver or direction of the applicable Noteholders or the Controlling Class Representative; provided that that, subject to Section 6.3 of the Servicing Agreement, if the Controlling Class Representative fails to approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative Recommendation, or if there is no Person acting as the Controlling Class Representative at such time (including, without limitation, prior to the first CCR Election Period or upon the issuance of a new Series of Notes)time, the Control Party shall be authorized (but not required) to implement approve or reject such Consent Request in accordance with the Control Party Agreement, whether or not this Indenture or any Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, (other than with respect to Control Party the waiver of any Servicer Termination Events) in accordance with the Servicing Standard. (c) For any Consent Request Requests that expressly requires require the consent or direction of affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2, the Control Party will review such Consent Request and will formulate and present a Consent Recommendation to the Trustee, which will forward such Consent Request and Consent Recommendation to the applicable Noteholders. The Control Party will be required to obtain the consent of the applicable Noteholders with respect to such Consent Request, as required under the Transaction Documents, to implement such Consent Requests. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Law, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Documents, including, without limitation limitation, with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party Party, the Servicer or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Servicer’s or the Control Party’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Documents or materially increase the scope of such parties’ responsibility under the applicable Transaction Documents. Neither the The Trustee nor and the Control Party shall will not be required to follow any such advice, direction or objection. In addition, notwithstanding anything herein or in the other Transaction Documents to the contrary, the Controlling Class Representative shall not be able to, after the occurrence and during the continuance of an Event of Default, prevent the Control Party from transferring the ownership of all or any portion of the Collateral (including by foreclosure on the Equity Interests of the Issuer) if any Advance by the Servicer is outstanding and the Control Party determines in accordance with the Servicing Standard that such transfer of ownership would be in the best interests of the Noteholders (taken as a whole). (f) The Control Party shall not be liable with respect Notwithstanding anything herein to the contrary, any action it takes, suffers or omits to take in good faith at Consent Request affecting the direction rights of the Controlling Noteholders of any Class Representative and/or any Noteholder; provided that A-1 Notes will also require the Control Party shall have no responsibility for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If there is no Controlling consent of the applicable Class Representative, the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith in accordance with the IndentureA-1 Administrative Agent.

Control Party. (a) The Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request that does not require the consent of any Noteholder or the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base Indenture and the other Transaction Documents, the consent or direction of the Controlling Class Representative, the Control Party shall review such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject such Consent Request. Notwithstanding anything herein to the contrary, the Controlling Class Representative shall have the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until the Control Party receives the consent of the applicable Noteholders or the Controlling Class Representative; provided that that, subject to Section 6.3 of the Servicing Agreement, if the Controlling Class Representative fails to approve or reject a Consent Request within ten (10) Business Days following delivery of a Consent Request and the related Consent Recommendation to the Controlling Class Representative or if there is no Controlling Class Representative at such time (including, without limitation, prior to the first CCR Election Period or upon the issuance of a new Series of Notes), the Control Party shall be authorized (but not required) to implement such Consent Request in accordance with the Control Party AgreementServicing Standard, whether or not this Indenture or any Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party Servicer Termination Events. (c) For any Consent Request that expressly requires the consent or direction of affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2, the Control Party will review such Consent Request and will formulate and present a Consent Recommendation to the Trustee, which will forward such Consent Request and Consent Recommendation to the applicable Noteholders. The Control Party will be required to obtain the consent of the applicable Noteholders with respect to such Consent Request, as required under the Transaction Documents, to implement such Consent Requests. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Law, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Documents, including, without limitation with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control PartyServicer’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Documents. Neither the The Trustee nor and the Control Party shall not be required to follow any such advice, direction or objection. (f) The Control Party shall not be liable with respect . In addition, notwithstanding anything herein or in the other Transaction Documents to any action it takesthe contrary, suffers or omits to take in good faith at the direction of the Controlling Class Representative and/or any Noteholder; provided that shall not be able to prevent the Control Party shall have no responsibility from transferring the ownership of all or any portion of the Collateral if any Advance by the Servicer has been outstanding for determining whether any such Person is authorized to provide such direction hereunder twelve (12) months (or under any other Transaction Document. If there is no Controlling Class Representative, longer) and the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith determines in accordance with the IndentureServicing Standard that such transfer of ownership would be in the best interest of the Noteholders (taken as a whole).

Control Party. (a) The Pursuant to the Indenture and the other Transaction Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request that does not require the consent of any Noteholder or Noteholder, including the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and or the other Transaction Documents, the consent or direction of the Controlling Class Representative, the Control Party shall review evaluate such Consent Request, form a Consent Recommendation and then promptly deliver such Consent Request and shall formulate and present a such Consent Recommendation to the Controlling Class Representative whether (if a Controlling Class Representative exists at such time). Subject to approve or reject such Consent Request. Notwithstanding anything herein to Section 11.4(e) and except as provided in the contraryfollowing sentence, until the Controlling Class Representative shall have consents to, waives or provides direction in connection with a Consent Request, the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until Request; provided that the Control Party receives the consent of the applicable Noteholders or the Controlling Class Representative; provided that if shall work in good faith with the Controlling Class Representative fails to obtain such consent. Notwithstanding anything in any Transaction Document to the contrary, if at any time there is no Controlling Class Representative (including prior to the CCR Election Period resulting from the issuance of the Series 2022-1 Notes and prior to the election and appointment of a Controlling Class Representative or following the resignation or removal of an existing Controlling Class Representative) or if an existing Controlling Class Representative does not approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative or if there is no Controlling Class Representative at such time (including, without limitation, prior to following the first CCR Election Period resignation or upon removal of the issuance of a new Series of NotesControlling Class Representative), the Control Party shall be is authorized (but not required) to consent and implement such Consent Request or reject such Consent Request, in each case, in accordance with the Control Party AgreementServicing Standard, whether or not this the Indenture or any other Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party the waiver of any Servicer Termination Events. (c) For any Consent Request that expressly requires requires, pursuant to the terms of Section 13.2, the consent or direction of any affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2Noteholders, the Control Party will review shall evaluate such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, which will shall forward such Consent Request and such Consent Recommendation to each Noteholder or each affected Noteholder, as applicable. Subject to Section 11.4(e) and except as provided in the applicable Noteholders. The Control Party will be required to obtain following sentence, until the consent of the applicable Noteholders with respect each Noteholder that is required to consent to any such Consent RequestRequest has been obtained and the Control Party is provided with notice of such consents being obtained by the Trustee, as required under the Transaction Documents, Control Party is not authorized to implement such Consent RequestsRequest; provided that the Control Party shall work in good faith with the Trustee to identify and deliver to the Trustee for delivery by the Trustee to such Noteholders such additional information and Consent Recommendations as may be appropriate in accordance with the Servicing Standard to obtain such consent. (d) The Control Party shall promptly notify the Trustee, the ManagerManagers, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the ManagerManagers, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Documents, including, without limitation limitation, with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party Party, the Servicer or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control PartyServicer’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Documents. Neither the The Trustee nor and the Control Party shall will not be required to follow any such advice, direction or objection. In addition, notwithstanding anything herein or in the other Transaction Documents to the contrary, the Controlling Class Representative shall not be able to prevent the Control Party from transferring the ownership of all or any portion of the Collateral if any Advance is outstanding and the Control Party determines in accordance with the Servicing Standard that such transfer of ownership would be in the best interest of the Noteholders (taken as a whole). (f) The Control Party shall not be liable with respect Notwithstanding anything herein to the contrary, any action it takes, suffers or omits to take in good faith at Consent Request affecting the direction rights of the Controlling Noteholders of any Class Representative and/or any Noteholder; provided that A-1 Notes will also require the Control Party shall have no responsibility for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If there is no Controlling consent of the related Class Representative, the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith in accordance with the IndentureA-1 Administrative Agent.

Control Party. (a) The Pursuant to the Indenture and the other Related Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request that does not require the consent of any Noteholder or Noteholder, including the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and the other Transaction Related Documents, the consent or direction of the Controlling Class Representative, the Control Party shall review evaluate such Consent Request, form a Consent Recommendation and then promptly deliver such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject (if a Controlling Class Representative exists at such Consent Requesttime). Notwithstanding anything herein to Except as provided in the contraryfollowing sentence, until the Controlling Class Representative shall have consents to a Consent Request, the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until Request, provided that the Control Party receives the consent of the applicable Noteholders or shall work in good faith with the Controlling Class Representative; provided that Representative to obtain such consent. Notwithstanding anything in any Related Document to the contrary, if the Controlling Class Representative fails to does not reject or approve or reject a Consent Request Recommendation within ten (10) Business Days following delivery of a Consent Request and the related Consent Recommendation to the Controlling Class Representative or if there is no Controlling Class Representative at such time (including, without limitation, prior to during the first CCR Election Period or upon following the issuance resignation or removal of a new Series of Notesthe Controlling Class Representative), the Control Party shall be is authorized (but not required) to implement such Consent Request in accordance with the Control Party AgreementServicing Standard, whether or not this the Indenture or any Transaction Related Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party Servicer Termination Events. (c) For any Consent Request that expressly requires the consent or direction of any affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2, the Control Party will review shall evaluate such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, Trustee which will shall forward such Consent Request and the Consent Recommendation to the applicable Noteholderseach Noteholder or each affected Noteholder, as applicable. The Control Party will be required Subject to obtain Section 11.4(e), until the consent of each Noteholder that is required to consent to any such Consent Request has been obtained and the applicable Noteholders Control Party is provided with respect notice of such consents being obtained by the Trustee, the Control Party is not authorized to implement such Consent Request, provided that the Control Party shall work in good faith with the Trustee to identify and deliver to the Trustee for delivery by the Trustee to such Noteholders such additional information and Consent Recommendations as required under may be appropriate in accordance with the Transaction Documents, Servicing Standard to implement obtain such Consent Requestsconsent. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Related Documents, including, without limitation with respect to the Control Party, the Control Party’s 's obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control Party’s 's responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility Trustee under this Base Indenture, the Notes and or the other Transaction Related Documents. Neither In addition, notwithstanding anything herein or in the Trustee nor other Related Documents to the Control Party shall be required to follow any such advicecontrary, direction or objection. (f) The Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith at the direction of the Controlling Class Representative and/or any Noteholder; provided that shall not be able to prevent the Control Party shall have no responsibility for determining whether from transferring the ownership of all or any such Person is authorized to provide such direction hereunder or under portion of the Collateral if any other Transaction Document. If there is no Controlling Class Representative, Servicing Advance by the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith is outstanding and the Control Party determines in accordance with the IndentureServicing Standard that such transfer of ownership would be in the best interest of the Noteholders (taken as a whole).

Control Party. (a) The Pursuant to the Indenture and the other Related Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request Requests that does do not require the consent of any Noteholder or the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and the other Transaction Related Documents, the consent or direction of any Noteholders or the Controlling Class Representative, pursuant to the terms of the Related Documents, the Servicer, as Control Party Party, shall review such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative or to the Trustee to forward to such Noteholders, as applicable, whether to approve or reject such Consent Request. Notwithstanding anything herein to the contrary, the Controlling Class Representative shall have the sole discretion to approve or reject any Consent Request and the The Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not be authorized to implement any such Consent Request until the Control Party receives the consent of the applicable Noteholders or the Controlling Class Representative; provided that if the Controlling Class Representative fails to approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative Recommendation, or if there is no Person acting as the Controlling Class Representative at such time (including, without limitation, prior to the first CCR Election Period or upon Period, prior to the issuance election of a new Series Controlling Class Representative or following the resignation or removal of Notesthe Controlling Class Representative pursuant to Section 11.1), the Control Party shall be authorized (but not required) to implement such Consent Request in accordance with the Control Party Agreement, whether or not this Indenture or any Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent RequestServicing Standard, other than with respect to Control Party Servicer Termination Events. (c) For any Consent Request Requests that expressly requires require the consent consent, waiver or direction of affected Noteholders or 100% of the Noteholders pursuant to Section 13.2 or the terms of the Indenture or other Transaction Related Documents, including pursuant to Section 13.2, the Control Party will shall review such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, which will shall forward such the Consent Request and the Consent Recommendation to the applicable Noteholderseach Noteholder or each affected Noteholder, as applicable. The Control Party Trustee will be required to obtain the consent of the applicable Noteholders with respect to such Consent RequestNoteholders, as required under the Transaction Related Documents, to implement such Consent Requests and until such time as the Control Party has been provided with copies of the consents received by the Trustee, the Control Party shall not be authorized to implement such Consent Requests. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request.132 (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or Trustee, the Control Party or the Servicer to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Related Documents, including, without limitation with respect to the Control PartyParty and the Servicer, the Control Party’s and the Servicer’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party Party, the Servicer or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control Party’s or the Servicer’s responsibilities under the Control Party Servicing Agreement or other Related Documents or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction DocumentsRelated Documents or reduce such parties’ rights thereunder. Neither the Trustee nor The Trustee, the Control Party shall and the Servicer will not be required to follow any such advice, direction direction, or objection. (f) The Control Party shall not be liable with respect . In addition, notwithstanding anything herein or in the other Related Documents to any action it takesthe contrary, suffers or omits to take in good faith at the direction of the Controlling Class Representative and/or any Noteholder; provided that shall not be able to prevent the Control Party shall have no responsibility from transferring the ownership of all or any portion of the Securitized Assets (including by way of foreclosure on the Equity Interests of the Master Issuer) if any Advance by the Servicer has been outstanding for determining whether any such Person is authorized to provide such direction hereunder ninety (90) days (or under any other Transaction Document. If there is no Controlling Class Representative, longer) and the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith determines in accordance with the IndentureServicing Standard that such transfer of ownership would be in the best interests of the Noteholders (taken as a whole).

Control Party. (a) The Pursuant to the Indenture and the other Transaction Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request that does not require the consent of any Noteholder or Noteholder, including the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and or the other Transaction Documents, the consent or direction of the Controlling Class Representative, the Control Party shall review evaluate such Consent Request, form a Consent Recommendation and then promptly deliver such Consent Request and shall formulate and present a such Consent Recommendation to the Controlling Class Representative whether (if a Controlling Class Representative exists at such time). Subject to approve or reject such Consent Request. Notwithstanding anything herein to Section 11.4(e) and except as provided in the contraryfollowing sentence, until the Controlling Class Representative shall have consents to, waives or provides direction in connection with a Consent Request, the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until Request; provided that the Control Party receives the consent of the applicable Noteholders or the Controlling Class Representative; provided that if shall work in good faith with the Controlling Class Representative fails to obtain such consent. Notwithstanding anything in any Transaction Document to the contrary, if at any time there is no Controlling Class Representative (including prior to the election and appointment of a Controlling Class Representative or following the resignation or removal of an existing Controlling Class Representative) or if an existing Controlling Class Representative does not approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative or if there is no Controlling Class Representative at such time (including, without limitation, prior to following the first CCR Election Period resignation or upon removal of the issuance of a new Series of NotesControlling Class Representative), the Control Party shall be is authorized (but not required) to consent and implement such Consent Request or reject such Consent Request, in each case, in accordance with the Control Party AgreementServicing Standard, whether or not this the Indenture or any other Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party the waiver of any Servicer Termination Events. (c) For any Consent Request that expressly requires requires, pursuant to the terms of Section 13.2, the consent or direction of any affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2Noteholders, the Control Party will review shall evaluate such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, which will shall forward such Consent Request and such Consent Recommendation to each Noteholder or each affected Noteholder, as applicable. Subject to Section 11.4(e) and except as provided in the applicable Noteholders. The Control Party will be required to obtain following sentence, until the consent of the applicable Noteholders with respect each Noteholder that is required to consent to any such Consent RequestRequest has been obtained and the Control Party is provided with notice of such consents being obtained by the Trustee, as required under the Transaction Documents, Control Party is not authorized to implement such Consent RequestsRequest; provided that the Control Party shall work in good faith with the Trustee to identify and deliver to the Trustee for delivery by the Trustee to such Noteholders such additional information and Consent Recommendations as may be appropriate in accordance with the Servicing Standard to obtain such consent. (d) The Control Party shall promptly notify the Trustee, the ManagerManagers, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the ManagerManagers, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Documents, including, without limitation limitation, with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party Party, the Servicer or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Servicer’s or Control Party’s responsibilities under the Control Party Servicing Agreement or the Transaction Documents or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction DocumentsDocuments or reduce either such party’s rights thereunder. Neither the The Trustee nor and the Control Party shall will not be required to follow any such advice, direction or objection. In addition, notwithstanding anything herein or in the other Transaction Documents to the contrary, the Controlling Class Representative shall not be able to prevent the Control Party from transferring the ownership of all or any portion of the Collateral if any Advance is outstanding and the Control Party determines in accordance with the Servicing Standard that such transfer of ownership would be in the best interest of the Noteholders (taken as a whole). (f) The Control Party shall not be liable with respect Notwithstanding anything herein to the contrary, any action it takes, suffers or omits to take in good faith at Consent Request affecting the direction rights of the Controlling Noteholders of any Class Representative and/or any Noteholder; provided that A-1 Notes will also require the Control Party shall have no responsibility for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If there is no Controlling consent of the related Class Representative, the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith in accordance with the Indenture.A-1

Control Party. (a) The Pursuant to the Indenture and the other Related Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request Requests that does do not require the consent of any Noteholder or the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and the other Transaction Related Documents, the consent or direction of any Noteholders or the Controlling Class Representative, pursuant to the terms of the Related Documents, the Servicer, as Control Party Party, shall review such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative or to the Trustee to forward to such Noteholders, as applicable, whether to approve or reject such Consent Request. Notwithstanding anything herein to the contrary, the Controlling Class Representative shall have the sole discretion to approve or reject any Consent Request and the The Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not be authorized to implement any such Consent Request until the Control Party receives the consent of the applicable Noteholders or the Controlling Class Representative; provided that if the Controlling Class Representative fails to approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative Recommendation, or if there is no Person acting as the Controlling Class Representative at such time (including, without limitation, prior to the first CCR Election Period or upon Period, prior to the issuance election of a new Series Controlling Class Representative or following the resignation or removal of Notes)the Controlling Class Representative pursuant to Section 11.1, the Control Party shall be authorized (but not required) to implement such Consent Request in accordance with the Control Party Agreement, whether or not this Indenture or any Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent RequestServicing Standard, other than with respect to Control Party Servicer Termination Events. (c) For any Consent Request Requests that expressly requires require the consent consent, waiver or direction of affected Noteholders or 100% of the Noteholders pursuant to Section 13.2 or the terms of the Indenture or other Transaction Related Documents, including pursuant to Section 13.2, the Control Party will shall review such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, which will shall forward such the Consent Request and the Consent Recommendation to the applicable Noteholderseach Noteholder or each affected Noteholder, as applicable. The Control Party Trustee will be required to obtain the consent of the applicable Noteholders with respect to such Consent RequestNoteholders, as required under the Transaction Related Documents, to implement such Consent Requests and until such time as the Control Party has been provided with copies of the consents received by the Trustee, the Control Party shall not be authorized to implement such Consent Requests. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Related Documents, including, without limitation with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control Party’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Related Documents. Neither the The Trustee nor and the Control Party shall will not be required to follow any such advice, direction direction, or objection. (f) The Control Party shall not be liable with respect . In addition, notwithstanding anything herein or in the other Related Documents to any action it takesthe contrary, suffers or omits to take in good faith at the direction of the Controlling Class Representative and/or any Noteholder; provided that shall not be able to prevent the Control Party shall have no responsibility from transferring the ownership of all or any portion of the Securitized Assets (including by way of foreclosure on the Equity Interests of the Master Issuer) if any Advance by the Servicer has been outstanding for determining whether any such Person is authorized to provide such direction hereunder ninety (90) days (or under any other Transaction Document. If there is no Controlling Class Representative, longer) and the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith determines in accordance with the IndentureServicing Standard that such transfer of ownership would be in the best interests of the Noteholders (taken as a whole).

Control Party. (a) The Pursuant to the Indenture and the other Related Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request Requests that does do not require the consent of any Noteholder or the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and the other Transaction Related Documents, the consent or direction of any Noteholders or the Controlling Class Representative, pursuant to the terms of the Related Documents, the Servicer, as Control Party Party, shall review such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative or to the Trustee to forward to such Noteholders, as applicable, whether to approve or reject such Consent Request. Notwithstanding anything herein to the contrary, the Controlling Class Representative shall have the sole discretion to approve or reject any Consent Request and the The Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not be authorized to implement any such Consent Request until the Control Party receives the consent of the applicable Noteholders or the Controlling Class Representative; provided that if the Controlling Class Representative fails to approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative Recommendation, or if there is no Person acting as the Controlling Class Representative at such time (including, without limitation, prior to the first CCR Election Period or upon Period, prior to the issuance election of a new Series Controlling Class Representative or following the resignation or removal of Notes)the Controlling Class Representative pursuant to Section 11.1, the Control Party shall be authorized (but not required) to implement such Consent Request in accordance with the Control Party Agreement, whether or not this Indenture or any Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent RequestServicing Standard, other than with respect to Control Party Servicer Termination Events. (c) For any Consent Request Requests that expressly requires require the consent consent, waiver or direction of affected Noteholders or 100% of the Noteholders pursuant to Section 13.2 or the terms of the Indenture or other Transaction Related Documents, including pursuant to Section 13.2, the Control Party will shall review such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, which will shall forward such the Consent Request and the Consent Recommendation to the applicable Noteholderseach Noteholder or each affected Noteholder, as applicable. The Control Party Trustee will be required to obtain the consent of the applicable Noteholders with respect to such Consent RequestNoteholders, as required under the Transaction Related Documents, to implement such Consent Requests and until such time as the Control Party has been provided with copies of the consents received by the Trustee, the Control Party shall not be authorized to implement such Consent Requests. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request.notify (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or or, the Control Party or the Servicer to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Related Documents, including, without limitation with respect to the Control PartyParty and the Servicer, the Control Party’s and the Servicer’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party Party, the Servicer or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control Party’s or the Servicer’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction DocumentsRelated Documents or reduce such parties’ rights thereunder. Neither the The Trustee nor and, the Control Party shall and the Servicer will not be required to follow any such advice, direction direction, or objection. (f) The Control Party shall not be liable with respect . In addition, notwithstanding anything herein or in the other Related Documents to any action it takesthe contrary, suffers or omits to take in good faith at the direction of the Controlling Class Representative and/or any Noteholder; provided that shall not be able to prevent the Control Party shall have no responsibility from transferring the ownership of all or any portion of the Securitized Assets (including by way of foreclosure on the Equity Interests of the Master Issuer) if any Advance by the Servicer has been outstanding for determining whether any such Person is authorized to provide such direction hereunder ninety (90) days (or under any other Transaction Document. If there is no Controlling Class Representative, longer) and the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith determines in accordance with the IndentureServicing Standard that such transfer of ownership would be in the best interests of the Noteholders (taken as a whole).

Control Party. (a) The Pursuant to the Indenture and the other Transaction Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request that does not require the consent of any Noteholder or Noteholder, including the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and or the other Transaction Documents, the consent or direction of the Controlling Class Representative, the Control Party shall review evaluate such Consent Request, form a Consent Recommendation and then promptly deliver such Consent Request and shall formulate and present a such Consent Recommendation to the Controlling Class Representative whether (if a Controlling Class Representative exists at such time). Subject to approve or reject such Consent Request. Notwithstanding anything herein to Section 11.4(e) and except as provided in the contraryfollowing sentence, until the Controlling Class Representative shall have consents to, waives or provides direction in connection with a Consent Request, the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until Request; provided that the Control Party receives the consent of the applicable Noteholders or the Controlling Class Representative; provided that if shall work in good faith with the Controlling Class Representative fails to obtain such consent. Notwithstanding anything in any Transaction Document to the contrary, if at any time there is no Controlling Class Representative (including prior to the CCR Election Period resulting from the issuance of the Series 2022-1 Notes and prior to the election and appointment of a Controlling Class Representative or following the resignation or removal of an existing Controlling Class Representative) or if an existing Controlling Class Representative does not approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative or if there is no Controlling Class Representative at such time (including, without limitation, prior to the first CCR Election Period or upon the issuance of a new Series of Notes), the Control Party shall be authorized (but not required) to implement such Consent Request in accordance with the Control Party Agreement, whether or not this Indenture or any Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party Termination Events.Representative (c) For any Consent Request that expressly requires requires, pursuant to the terms of Section 13.2, the consent or direction of any affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2Noteholders, the Control Party will review shall evaluate such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, which will shall forward such Consent Request and such Consent Recommendation to each Noteholder or each affected Noteholder, as applicable. Subject to Section 11.4(e) and except as provided in the applicable Noteholders. The Control Party will be required to obtain following sentence, until the consent of the applicable Noteholders with respect each Noteholder that is required to consent to any such Consent RequestRequest has been obtained and the Control Party is provided with notice of such consents being obtained by the Trustee, as required under the Transaction Documents, Control Party is not authorized to implement such Consent RequestsRequest; provided that the Control Party shall work in good faith with the Trustee to identify and deliver to the Trustee for delivery by the Trustee to such Noteholders such additional information and Consent Recommendations as may be appropriate in accordance with the Servicing Standard to obtain such consent. (d) The Control Party shall promptly notify the Trustee, the ManagerManagers, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the ManagerManagers, the Back-Up Manager, the Issuer Co-Issuers and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Documents, including, without limitation limitation, with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party Party, the Servicer or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control PartyServicer’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Documents. Neither the The Trustee nor and the Control Party shall will not be required to follow any such advice, direction or objection. In addition, notwithstanding anything herein or in the other Transaction Documents to the contrary, the Controlling Class Representative shall not be able to prevent the Control Party from transferring the ownership of all or any portion of the Collateral if any Advance is outstanding and the Control Party determines in accordance with the Servicing Standard that such transfer of ownership would be in the best interest of the Noteholders (taken as a whole). (f) The Control Party shall not be liable with respect Notwithstanding anything herein to the contrary, any action it takes, suffers or omits to take in good faith at Consent Request affecting the direction rights of the Controlling Noteholders of any Class Representative and/or any Noteholder; provided that A-1 Notes will also require the Control Party shall have no responsibility for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If there is no Controlling consent of the related Class Representative, the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith in accordance with the Indenture.A-1

Control Party. (a) The Control Party is authorized to consent to and implementapprove or reject, subject to the Control Party AgreementServicing Standard, any Consent Request that does not require the consent of any Noteholder or the Controlling Class Representative. Subject to the terms of this Base Indenture (and the limitations in the Servicing Agreement in respect of the Control Party's obligation to implement any direction issued by the Controlling Class Representative or the Noteholders), the Controlling Class Representative will be entitled to instruct the Control Party with respect to the approval of Consent Requests. The Controlling Class Representative will be authorized to approve Consent Requests other than Consent Requests that can be approved by the Control Party without the consent of any Noteholders or the Controlling Class Representative and Consent Requests that expressly require the consent, waiver or direction of Noteholders pursuant to the terms of this Base Indenture and the other Transaction Document. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base Indenture and or the other Transaction Documents, the consent consent, waiver or direction of the Controlling Class Representative, the Control Party shall review such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject such Consent Request. Notwithstanding anything herein to the contrary, the Controlling Class Representative shall have the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until the Control Party receives the consent consent, waiver or direction of the applicable Noteholders or the Controlling Class Representative; provided that provided, that, subject to Section 6.3 of the Servicing Agreement, if the Controlling Class Representative fails to approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative Recommendation, or if there is no Person acting as the Controlling Class Representative at such time (including, without limitation, including prior to the first CCR Election Period or upon the issuance election and appointment, if any, of a new Controlling Class Representative following the Series 2021-1 Closing Date or following the resignation or removal of Notesan existing Controlling Class Representative), the Control Party shall be authorized (but not required) to implement approve or reject such Consent Request in accordance with the Control Party Agreement, whether or not this Indenture or any Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, (other than with respect to Control Party the waiver of any Servicer Termination Events) in accordance with the Servicing Standard. (c) For any Consent Request that expressly requires the consent consent, waiver or direction of any Noteholders, the affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2, the Control Party will review such Consent Request and will formulate and present a Consent Recommendation to the Trustee, which will forward such Consent Request and Consent Recommendation to the applicable Noteholders. The Control Party will be required to obtain the consent consent, waiver or direction of the applicable Noteholders with respect to such Consent Request, as required under the Transaction Documents, to implement such Consent Requests. For the avoidance of doubt, the Control Party will receive responses to any Consent Recommendation from the Trustee and/or the Issuer, and the Issuer (or an agent engaged by it) will confirm such responses to the Control Party and the Trustee. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent ofconsent, waiver or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Law, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Documents, including, without limitation limitation, with respect to the Control PartyParty or the Servicer, the Control Party’s or the Servicer’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party Party, the Servicer or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any claim, suit or material liability, or (iii) materially expand the scope of the Control PartyServicer’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction DocumentsDocuments or reduce their rights thereunder. Neither the The Trustee nor and the Control Party shall will not be required to follow any such advice, direction or objection. In addition, notwithstanding anything herein or in the other Transaction Documents to the contrary and without limiting the Manager’s obligations to the continue to perform its Disentanglement Services pursuant to the Management Agreement during the Disentanglement Period, the Controlling Class Representative shall not be able to prevent the Control Party from transferring the ownership of all or any portion of the Collateral (including by foreclosure on the Equity Interests of the Issuer) if any Event of Default is outstanding and the Control Party determines in accordance with the Servicing Standard that such transfer of ownership would be in the best interests of the Noteholders (taken as a whole). (f) The Control Party shall not be liable with respect Notwithstanding anything herein to the contrary, any action it takes, suffers or omits to take in good faith at Consent Request affecting the direction rights of the Controlling Noteholders of any Class Representative and/or any Noteholder; provided that A-1 Notes will also require the Control Party shall have no responsibility for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If there is no Controlling consent of the related Class Representative, the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith in accordance with the IndentureA-1 Administrative Agent.

Control Party. (a) The Pursuant to the Indenture and the other Transaction Documents, the Control Party is authorized to consent to and implement, subject to the Control Party AgreementServicing Standard, any Consent Request that does not require the consent of any Noteholder or Noteholder, including the Controlling Class Representative. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base the Indenture and or the other Transaction Documents, the consent or direction of the Controlling Class Representative, the Control Party shall review evaluate such Consent Request, form a Consent Recommendation and then promptly deliver such Consent Request and shall formulate and present a such Consent Recommendation to the Controlling Class Representative whether (if a Controlling Class Representative exists at such time). Subject to approve or reject such Consent Request. Notwithstanding anything herein to Section 11.4(e) and except as provided in the contraryfollowing sentence, until the Controlling Class Representative shall have consents to a Consent Request, the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until Request; provided that the Control Party receives the consent of the applicable Noteholders or shall work in good faith with the Controlling Class Representative; provided that Representative to obtain such consent. Notwithstanding anything in any Transaction Document to the contrary, if the Controlling Class Representative fails to does not approve or reject a Consent Request within ten (10) Business Days following delivery of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative or if there is no Controlling Class Representative at such time (including, without limitation, prior to following the first CCR Election Period resignation or upon removal of the issuance of a new Series of NotesControlling Class Representative), the Control Party shall be is authorized (but not required) to implement take action in response to such Consent Request in accordance with the Control Party AgreementServicing Standard, whether or not this the Indenture or any other Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, other than with respect to Control Party the waiver of any Servicer Termination Events. (c) For any Consent Request that expressly requires requires, pursuant to the terms of Section 13.2, the consent or direction of any affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2Noteholders, the Control Party will review shall evaluate such Consent Request and will shall formulate and present a Consent Recommendation to the Trustee, which will shall forward such Consent Request and such Consent Recommendation to each Noteholder or each affected Noteholder, as applicable. Subject to Section 11.4(e) and except as provided in the applicable Noteholders. The Control Party will be required to obtain following sentence, until the consent of the applicable Noteholders with respect each Noteholder that is required to consent to any such Consent RequestRequest has been obtained and the Control Party is provided with notice of such consents being obtained by the Trustee, as required under the Transaction Documents, Control Party is not authorized to implement such Consent RequestsRequest; provided that the Control Party shall work in good faith with the Trustee to identify and deliver to the Trustee for delivery by the Trustee to such Noteholders such additional information and Consent Recommendations as may be appropriate in accordance with the Servicing Standard to obtain such consent. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent of, or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Lawlaw, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Documents, including, without limitation limitation, with respect to the Control Party, the Control Party’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control PartyServicer’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Documents. Neither the The Trustee nor and the Control Party shall will not be required to follow any such adviceadvance, direction or objection. In addition, notwithstanding anything herein or in the other Transaction Documents to the contrary, the Controlling Class Representative shall not be able to prevent the Control Party from transferring the ownership of all or any portion of the Collateral if any Advance by the Servicer has been outstanding for twelve (12) months (or longer) and the Control Party determines in accordance with the Servicing Standard that such transfer of ownership would be in the best interests of the Noteholders (taken as a whole). (f) The Control Party shall not be liable with respect Notwithstanding anything herein to the contrary, any action it takes, suffers or omits to take in good faith at Consent Request affecting the direction rights of the Controlling Noteholders of any Class Representative and/or any Noteholder; provided that A-1 Notes will also require the Control Party shall have no responsibility for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If there is no Controlling consent of the related Class Representative, the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith in accordance with the IndentureA-1 Administrative Agent.

Control Party. (a) The Control Party is authorized to consent to and implementapprove or reject, subject to the Control Party AgreementServicing Standard, any Consent Request that does not require the consent of any Noteholder or the Controlling Class Representative. Subject to the terms of this Base Indenture (and the limitations in the Servicing Agreement in respect of the Control Party's obligation to implement any direction issued by the Controlling Class Representative or the Noteholders), the Controlling Class Representative will be entitled to instruct the Control Party with respect to the approval of Consent Requests. The Controlling Class Representative will be authorized to approve Consent Requests other than Consent Requests that can be approved by the Control Party without the consent of any Noteholders or the Controlling Class Representative and Consent Requests that expressly require the consent, waiver or direction of Noteholders pursuant to the terms of this Base Indenture and the other Transaction Document. (b) For any Consent Request that expressly requires, pursuant to the terms of this Base Indenture and or the other Transaction Documents, the consent consent, waiver or direction of the Controlling Class Representative, the Control Party shall review such Consent Request and shall formulate and present a Consent Recommendation to the Controlling Class Representative whether to approve or reject such Consent Request. Notwithstanding anything herein to the contrary, the Controlling Class Representative shall have the sole discretion to approve or reject any Consent Request and the Control Party shall have no liability for any Consent Recommendation that is made in good faith. The Control Party is not authorized to implement any such Consent Request until the Control Party receives the consent consent, waiver or direction of the applicable Noteholders or the Controlling Class Representative; provided that provided, that, subject to Section 6.3 of the Servicing Agreement, if the Controlling Class Representative fails to approve or reject a Consent Request within ten (10) Business Days following delivery after receipt of a such Consent Request and the related Consent Recommendation to the Controlling Class Representative Recommendation, or if there is no Person acting as the Controlling Class Representative at such time (including, without limitation, including prior to the first CCR Election Period or upon the issuance election and appointment, if any, of a new Controlling Class Representative following the Series 2021-1 Closing Date or following the resignation or removal of Notesan existing Controlling Class Representative), the Control Party shall be authorized (but not required) to implement approve or reject such Consent Request in accordance with the Control Party Agreement, whether or not this Indenture or any Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Controlling Class Representative with respect to any specific matter relating to such Consent Request, (other than with respect to Control Party the waiver of any Servicer Termination Events) in accordance with the Servicing Standard. (c) For any Consent Request that expressly requires the consent consent, waiver or direction of any Noteholders, the affected Noteholders or 100% of the Noteholders pursuant to the terms of the Indenture or other Transaction Documents, including pursuant to Section 13.2, the Control Party will review such Consent Request and will formulate and present a Consent Recommendation to the Trustee, which will forward such Consent Request and Consent Recommendation to the applicable Noteholders. The Control Party will be required to obtain the consent consent, waiver or direction of the applicable Noteholders with respect to such Consent Request, as required under the Transaction Documents, to implement such Consent Requests. For the avoidance of doubt, the Control Party will receive responses to any Consent Recommendation from the Trustee and/or the Issuer, and the Issuer (or an agent engaged by it) will confirm such responses to the Control Party and the Trustee. (d) The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Control Party AgreementServicing Standard, not to implement a Consent Request or it has not received the requisite consent ofconsent, waiver or direction from, of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request. The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request. (e) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Control Party to violate applicable Requirements of Law, the terms of this Base Indenture, the Notes, the Control Party Servicing Agreement or the other Transaction Documents, including, without limitation limitation, with respect to the Control PartyParty or the Servicer, the Control Party’s or the Servicer’s obligation to act in accordance with the Control Party AgreementServicing Standard, (ii) expose the Control Party Party, the Servicer or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or material liability, or (iii) materially expand the scope of the Control PartyServicer’s responsibilities under the Control Party Servicing Agreement or the Trustee’s responsibility under this Base Indenture, the Notes and the other Transaction Documents. Neither the The Trustee nor and the Control Party shall will not be required to follow any such advice, direction or objection. In addition, notwithstanding anything herein or in the other Transaction Documents to the contrary, the Controlling Class Representative shall not be able to prevent the Control Party from transferring the ownership of all or any portion of the Collateral (including by foreclosure on the Equity Interests of the Issuer) if any Event of Default is outstanding and the Control Party determines in accordance with the Servicing Standard that such transfer of ownership would be in the best interests of the Noteholders (taken as a whole). (f) The Control Party shall not be liable with respect Notwithstanding anything herein to the contrary, any action it takes, suffers or omits to take in good faith at Consent Request affecting the direction rights of the Controlling Noteholders of any Class Representative and/or any Noteholder; provided that A-1 Notes will also require the Control Party shall have no responsibility for determining whether any such Person is authorized to provide such direction hereunder or under any other Transaction Document. If there is no Controlling consent of the related Class Representative, the Control Party shall not be liable with respect to any action it takes, suffers or omits to take in good faith in accordance with the IndentureA-1 Administrative Agent.