Common use of Performance and Enforcement of Certain Obligations Clause in Contracts

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall request to compel or secure the performance and observance by the Depositor or the Servicer, as applicable, of each of their obligations to the Issuing Entity under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity under or in connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor or the Servicer of each of their obligations under the Sale and Servicing Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor or Depositor, the Servicer, as applicable, of each Seller and the Servicer of their respective obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, Seller of each of their its obligations under or in connection with the Receivables Purchase Agreement, in each case in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor Depositor, the Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Depositor or Depositor, the Seller and the Servicer of each of their respective obligations under the Sale and Servicing Agreement or the Seller of its obligations under the Receivables Purchase Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity shall take all such lawful action as the Indenture TrusteeTrustee may, in its discretion, or, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall request to compel or secure the performance and observance by the Depositor or the Servicer, as applicable, of each of their obligations to the Issuing Entity under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity under or in connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, in its discretion or at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor or the Servicer of each of their obligations under the Sale and Servicing Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so so, and at the Administrator’s 's expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Seller, the Depositor or and the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement Agreement, or the performance and observance by the Depositor or the Servicer, as applicable, Seller of each of their its obligations to the Depositor under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Seller, the Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor or the Servicer of each of their obligations under the Receivables Purchase Agreement and the Sale and Servicing Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expenseso, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller, the Depositor, the Trust Administrator or the Master Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale Mortgage Loan Purchase Agreement and Transfer and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale Transfer and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor Seller, the Depositor, the Trust Administrator or the Servicer thereunder Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Transfer and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller, the Depositor, the Trust Administrator or the Master Servicer of each of their applicable obligations under the Sale Mortgage Loan Purchase Agreement and Transfer and Servicing Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s 's expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement or the Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Enhancer or the Indenture Trustee to do so and at (with the Administrator’s expensewritten consent of the Enhancer), the Issuing Entity shall Issuer, in its capacity as owner of the Mortgage Loans, shall, with the written consent of the Enhancer, take all such lawful action as the Indenture Trustee, at Trustee may request to cause the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall request Issuer to compel or secure the performance and observance by the Depositor or Seller and the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale Purchase Agreement and the Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction as pledgee of the Holders of a majority of the Outstanding Amount of the Controlling SecuritiesMortgage Loans, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale Purchase Agreement and the Servicing Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so so, and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Seller, the Depositor or and the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement Agreement, or the performance and observance by the Depositor or the Servicer, as applicable, Seller of each of their its obligations to the Depositor under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Seller, the Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor or the Servicer of each of their obligations under the Receivables Purchase Agreement and the Sale and Servicing Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expenseso, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller, the Depositor, the Trust Administrator or the Master Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling SecuritiesAgreement, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor Seller, the Depositor, the Trust Administrator or the Servicer thereunder Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller, the Depositor, the Trust Administrator or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s 's expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of either the Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer Servicer, as applicable, of each of their obligations under the Sale and Servicing Agreement or the Receivables Purchase Agreement, as applicable; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s 's expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement or the Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Insurer (so long as no Insurer Default has occurred and is continuing) or the Indenture Trustee Trustee, with the consent of the Insurer to do so and at the Administrator’s expense(which consent shall not be unreasonably withheld), the Issuing Entity Issuer shall take all such lawful action as the Indenture TrusteeTrustee or the Insurer, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securitiesas applicable, shall may request to compel or secure the performance and observance by the Depositor or and the Master Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Indenture TrusteeTrustee or the Insurer, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securitiesas applicable, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor or the Master Servicer of each of their obligations under the Sale and Servicing Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. 35 (2018-B Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expenseso, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor or Seller, the Credit Risk Manager, the Depositor, the Master Servicer, the Servicer, the Securities Administrator, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale Transfer and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale Transfer and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor Seller, the Depositor, the Credit Risk Manager, the Servicer, the Securities Administrator or the Servicer thereunder Master Servicer, as applicable, under the Transfer and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller, the Credit Risk Manager, the Depositor, the Servicer, the Securities Administrator or the Master Servicer of each of their applicable obligations under the Sale Transfer and Servicing Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so so, and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor or Trust Depositor, the Seller[, the Swap Counterparty] and the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement, the Transfer and Sale Agreement or by [and the Depositor or the Servicer, as applicable, of each of their obligations under or Interest Rate Swap Agreement] in connection accordance with the Receivables Purchase Agreementterms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement [and the Interest Rate Swap Agreement] to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor or the Servicer of each of their obligations under the Sale and Servicing Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. 37 (2023-C Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. 37 (2023-A Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. 34 (2020-A Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. 38 (2012-C Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s 's expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Seller, the Depositor or the ServicerServicer and the Administrator, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Loan Sale and Agreement, the Transfer Agreement, the Servicing Agreement or by and the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, Administration Agreement and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Loan Sale Agreement, the Servicing Agreement and Servicing the Administration Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor Seller, the Depositor, the Servicer or the Servicer Administrator thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller, the Depositor, the Servicer or the Servicer Administrator of each of their obligations under the Loan Sale and Agreement, the Servicing Agreement or the Administration Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. 20[__]-[ ] Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. (2011-A Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. 37 (2013-A Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expenseso, the Issuing Entity shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller, the Depositor, the Trust Administrator or the Master Servicer, as applicable, of each of their obligations to the Issuing Entity under or in connection with the Sale Mortgage Loan Purchase Agreement and Transfer and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity under or in connection with the Sale Transfer and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor Seller, the Depositor, the Trust Administrator or the Servicer thereunder Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Transfer and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller, the Depositor, the Trust Administrator or the Master Servicer of each of their applicable obligations under the Sale Mortgage Loan Purchase Agreement and Transfer and Servicing Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s 's expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Sellers or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Sellers or the Servicer of each of their obligations under the Sale and Servicing Agreement or the Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Controlling Insurer, or the Indenture Trustee with the consent of the Controlling Insurer, to do so and at the Administrator’s expenseso, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of Trustee or the Controlling SecuritiesInsurer, shall as applicable, may request to compel or secure the performance and observance by the Seller, the Depositor or and the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale Transfer and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreementand other Operative Agreements, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale Transfer and Servicing Agreement and the other Operative Agreements to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of Trustee or the Controlling SecuritiesInsurer, as applicable, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Seller, the Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor or the Servicer of each of their obligations under the Sale Transfer and Servicing AgreementAgreement and the other Operative Agreements.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expenseso, the Issuing Entity shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure 37 (NALT 20[●]-[●] Indenture) the performance and observance by the Depositor or Depositor, the ServicerServicer [and the [Swap Counterparty][Cap Provider]], as applicable, of each of their obligations to the Issuing Entity under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer[and any Interest Rate [Swap][Cap] Agreement], as applicable, of each of their obligations under or in connection accordance with the Receivables Purchase Agreementterms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity under or in connection with the Sale and Servicing Agreement each such agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor or the Servicer of each of their its obligations under the Sale and Servicing Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement or the Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor or Depositor, the Servicer, as applicable, of each Seller and the Servicer of their respective obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations to the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, in each case in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Depositor or the Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor Depositor, the Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Depositor or Depositor, the Seller and the Servicer of each of their respective obligations under the Sale and Servicing Agreement or the Seller of its obligations under the Receivables Purchase Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expenseso, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement or the Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s 's expense, the Issuing Entity shall Owner Trustee agrees to take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor or the and Servicer, as applicable, of each of their obligations to the Issuing Entity Owner Trustee under or in connection with the Sale and Servicing Agreement or by the Depositor or the ServicerSellers, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Owner Trustee under or in connection with the Sale and Servicing Agreement and the Purchase Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor Depositor, Servicer or the Servicer Sellers thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor or the Servicer of each of their obligations under the Sale and Servicing Agreement or by the Depositor or the Sellers, as applicable, of each of their obligations under or in connection with the Purchase Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. 38 (2012-B Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s 's expense, the Issuing Entity shall Owner Trustee agrees to take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor or the Seller and Servicer, as applicable, of each of their obligations to the Issuing Entity Owner Trustee under or in connection with the Sale and Servicing Agreement or by the Depositor Seller or the ServicerM&I Bank, Northwoods or Bank One (as agent for Preferred Receivables Funding Corporation), as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Owner Trustee under or in connection with the Sale and Servicing Agreement and the Purchase Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor Seller, Servicer M&I Bank, Northwoods or the Servicer Bank One (as agent for Preferred Receivables Funding Corporation) thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement or by the Seller or M&I Bank, Northwoods or Bank One (as agent for Preferred Receivables Funding Corporation), as applicable, of each of their obligations under or in connection with the Purchase Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. 42 (2015-B Indenture)