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 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, or by any obligor under any Interest Rate Swap of its obligations under or in accordance with such Interest Rate Swap, if any, 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 and such Interest Rate Swap, if any 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 or any such Interest Rate Swap, if any on the part of the Depositor or the Servicer thereunder or the Interest Rate Swap obligor, if any, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor or the Servicer and the Interest Rate Swap obligor, if any of each of their obligations under the Sale and Servicing Agreement and any Interest Rate Swap, if any.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the AdministratorIssuing Entity’s expense, each of the Issuing Entity shall and the Grantor Trust agrees to take all such lawful action as the Indenture Trustee may, in its discretion, or, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall may request to compel or secure the performance and observance by the Depositor or the Servicer, as applicable, of each of their its obligations to the Issuing Entity or the Grantor Trust under or in connection with the Sale and Trust Agreement, the Servicer of its obligations to the Issuing Entity or the Grantor Trust under or in connection with the Servicing Agreement or Agreement, by the Depositor or the Servicer, as applicable, Seller of each of their its obligations under or in connection with the Receivables Purchase Agreement, or by any obligor under any Interest Rate Swap the Depositor of its limited repurchase obligations under or in connection with the Receivables Transfer Agreement, in each case in accordance with such Interest Rate Swap, if anythe terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity and the Grantor Trust under or in connection with the Sale and Servicing Agreement, the Trust Agreement, the Receivables Purchase Agreement and such Interest Rate Swap, if any the Receivables Transfer 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 or any such Interest Rate Swap, if any on the part of the Seller, the Depositor or the Servicer thereunder or the Interest Rate Swap obligor, if any, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor or the Servicer of their respective obligations under the Receivables Purchase Agreement, the Receivables Transfer Agreement and the Interest Rate Swap obligorServicing Agreement, if as applicable. If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the written direction of the Holders of the majority of the Outstanding Amount of the Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuing Entity or the Grantor Trust against the Servicer under or in connection with the Servicing Agreement, against the Seller under or in connection with the Receivables Purchase Agreement and against the Depositor under or in connection with the Receivables Transfer Agreement, including the right or power to take any action to compel or secure performance or observance by the Servicer, the Seller or the Depositor of each of their obligations to the Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, the Receivables Purchase Agreement or the Receivables Transfer Agreement and any Interest Rate Swap, if anyright of the Issuing Entity or the Grantor Trust to take such action shall be suspended.

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 in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may, in its discretion, or, at 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 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 Mortgage Loan Purchase Agreement, any Group 1 or by any obligor under any Interest Rate Swap of its obligations under or in accordance with such Interest Rate Swap, if anyGroup 2 Subsequent Mortgage Loan Purchase Agreement and the Servicing 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 Mortgage Loan Purchase Agreement, any Group 1 or Group 2 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement and such Interest Rate Swap, if any to the extent and in the manner directed by the Indenture Trustee, in its discretion or 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 or any such Interest Rate Swap, if any on the part of the Depositor Seller or the Master Servicer thereunder or the Interest Rate Swap obligor, if any, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Master Servicer and the Interest Rate Swap obligor, if any of each of their obligations under the Sale and Servicing Mortgage Loan Purchase Agreement, any Group 1 or Group 2 Subsequent Mortgage Loan Purchase Agreement and any Interest Rate Swap, if anythe 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 shall take all such lawful action as the Indenture Trustee 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, or by any obligor under any Interest Rate Swap of its obligations under or in accordance with such Interest Rate Swap, if any, 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 and such Interest Rate Swap, if any Swap 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 or any such Interest Rate Swap, if any Swap on the part of the Depositor or the Servicer thereunder or the Interest Rate Swap obligor, if any, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor or the Servicer and the Interest Rate Swap obligor, if any obligor of each of their obligations under the Sale and Servicing Agreement and any Interest Rate Swap, if any.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Enhancer (in the case of the Mortgage Loans assigned to Group I) or the Indenture Trustee (with the written consent of the Enhancer in the case of the Mortgage Loans assigned to Group I) to do so and at the Administrator’s expenseso, the Issuing Entity shall Issuer, in its capacity as owner of the Mortgage Loans, shall, with the written consent of the Enhancer (in the case of the Mortgage Loans assigned to Group I), take all such lawful action as the Indenture Trustee may, or the Enhancer (in its discretion, or, at the direction case of the Holders of a majority of Mortgage Loans assigned to Group I) may request to cause 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 Master Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Mortgage Loan Sale Agreement and 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, or by any obligor under any Interest Rate Swap of its obligations under or in accordance with such Interest Rate Swap, if any, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Mortgage Loan Sale Agreement, and the Sale and Servicing Agreement and such Interest Rate SwapAgreement, if any to the extent and in the manner directed by the Indenture Trustee, in its discretion or 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 or any such Interest Rate Swap, if any on the part of the Depositor Seller or the Master Servicer thereunder or the Interest Rate Swap obligor, if any, and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Depositor Seller or the Master Servicer and the Interest Rate Swap obligor, if any of each of their obligations under the Mortgage Loan Sale Agreement and the Sale and Servicing Agreement and any Interest Rate Swap, if anyAgreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Securities Insurer or the Indenture Trustee to do so with the consent of the Securities Insurer (so long as no Securities Insurer Default has occurred nor is continuing) and in each case subject to the rights of the Securities Insurer hereunder and under the Sale and Servicing Agreement, and at the Administrator’s 's expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee mayor Securities Insurer, in its discretionas applicable, or, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall may request to compel or secure the performance and observance by the Depositor or Seller, the Swap Counterparty, the Administrator 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 (and with respect to the Depositor or Administrator only, the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Administration Agreement, or by any obligor with respect to the Swap Counterparty only, under any Interest Rate Swap of its obligations under or in accordance with such the Interest Rate Swap, if anyand with respect to the Cap Provider only, under the Cap Agreement) 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 (and such the Administration Agreement, the Interest Rate SwapSwap or the Cap Agreement, if any as applicable) to the extent and in the manner directed by the Indenture TrusteeTrustee or the Securities Insurer, in its discretion or 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 or any such Interest Rate Swap, if any on the part of the Depositor Seller, the Swap Counterparty, the Administrator or the Master Servicer thereunder or the Interest Rate Swap obligor, if any, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller, the Swap Counterparty, the Administrator or the Master Servicer and the Interest Rate Swap obligor, if any of each of their obligations under the Sale and Servicing Agreement (and any the Administration Agreement, the Interest Rate SwapSwap or the Cap Agreement, if anyas applicable).

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 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, [or by any obligor under any Interest Rate Swap of its obligations under or in accordance with such Interest Rate Swap, if any, ,] [or by any obligor under any Interest Rate Cap of its obligations under or in accordance with such Interest Rate Cap,] 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 [and such Interest Rate Swap, if any Swap][and such Interest Rate Cap] 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 [or any such the Interest Rate Swap, if any Swap][or the Interest Rate Cap] on the part of the Depositor or the Servicer thereunder [or the Interest Rate Swap obligor][or the Interest Rate Cap obligor, if any, ] and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor or the Servicer [and the Interest Rate Swap obligor][and the Interest Rate Cap obligor, if any ] of each of their obligations under the Sale and Servicing Agreement [and any the Interest Rate Swap, if any][ the Interest Rate Cap].

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 Issuer agrees to take all such lawful action as the Indenture Trustee may, in its discretion, or, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall may request to compel or secure the performance and observance by the Depositor or the Servicer, as applicable, Seller of each of their its obligations to the Issuing Entity Issuer under or in connection with the Sale Pooling Agreement and Servicing Agreement or the Purchase Agreement, by the Depositor Servicer of its obligations to the Issuer under or in connection with the ServicerServicing Agreement, as applicable, by NFC of each of their its obligations under or in connection with the Receivables Lease Purchase Agreement and the Purchase Agreement, by Harco Leasing of its obligation under or by in connection with the Lease Purchase Agreement or any obligor under any Interest Rate Swap other party to a Titling Trust Document of its obligations under or in connection with such Titling Trust Document in accordance with such Interest Rate Swap, if anythe 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 Pooling Agreement, the Servicing Agreement, the Purchase Agreement, the Lease Purchase Agreement and such Interest Rate Swap, if any the Titling Trust Documents 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 or any such Interest Rate Swap, if any on the part of the Depositor Seller, the Servicer, NFC, Harco Leasing or the Servicer any other party to a Titling Trust Document thereunder or the Interest Rate Swap obligor, if any, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller, the Servicer, NFC, Harco Leasing or the Servicer and the Interest Rate Swap obligor, if any other Party to a Titling Trust Document of each of their respective obligations under the Sale and Pooling Agreement, the Servicing Agreement, the Purchase Agreement, Lease Purchase Agreement and any Interest Rate Swap, if anythe Titling Trust Documents.

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 may, in its discretion, or, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall 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, or by any obligor under any Interest Rate Swap of its obligations under or in accordance with such Interest Rate Swap, if anyas 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 and such Interest Rate Swap, if any or the Receivables Purchase 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 or any such Interest Rate Swap, if any on the part of the Depositor Seller or the Servicer thereunder or the Interest Rate Swap obligor, if any, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer and the Interest Rate Swap obligor, if any of each of their obligations under the Sale and Servicing Agreement or the Receivables Purchase Agreement. (b) If an Event of Default has occurred and is continuing at any time when the Security Insurer is not the Controlling Party, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of not less than a majority of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Agreement and the Receivables Purchase Agreement including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement and the Receivables Purchase Agreement, as the case may be, and any Interest Rate Swap, if any.right of the Issuer to take such action shall be suspended. ARTICLE XXXIII

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 may, in its discretion, or, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall may request 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 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, or by any obligor under any Interest Rate Swap of its obligations under or in accordance with such Interest Rate Swap, if any, 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 such Interest Rate Swap, if any 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 or any such Interest Rate Swap, if any on the part of the Depositor Seller or the Servicer thereunder or the Interest Rate Swap obligor, if any, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer and the Interest Rate Swap obligor, if any of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Holders of 66-2/3% of the principal amount of the Notes Outstanding shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Agreement, or against the Seller under or in connection with the Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension, or waiver under the Sale and Servicing Agreement or the Purchase Agreement, as the case may be, and any Interest Rate Swapright of the Issuer to take such action shall be suspended. (c) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, if anythe Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by MMCA of each of its obligations to the Seller under or in connection with the Purchase Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by MMCA of each of its obligations under the Purchase Agreement. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the principal amount of the Notes Outstanding shall, exercise all rights, remedies, powers, privileges and claims of the Seller against MMCA under or in connection with the Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by MMCA of each of its obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any rights of the Seller to take such action shall be suspended.

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 [and the Grantor Trust] shall take all such lawful action as the Indenture Trustee may, in its discretion, orTrustee, 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 [and the Grantor Trust] 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, [or by any obligor under any Interest Rate Swap of its obligations under or in accordance with such Interest Rate Swap, if any, ,] [or by any obligor under any Interest Rate Cap of its obligations under or in accordance with such Interest Rate Cap,] and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity [and the Grantor Trust] under or in connection with the Sale and Servicing Agreement [and such Interest Rate Swap, if any Swap][and such Interest Rate Cap] 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 [or any such the Interest Rate Swap, if any Swap][or the Interest Rate Cap] on the part of the Depositor or the Servicer thereunder [or the Interest Rate Swap obligor][or the Interest Rate Cap obligor, if any, ] and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor or the Servicer [and the Interest Rate Swap obligor][and the Interest Rate Cap obligor, if any ] of each of their obligations under the Sale and Servicing Agreement [and any the Interest Rate Swap, if any][ the Interest Rate Cap].

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 may, in its discretion, or, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall may request 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 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, or by any obligor under any Interest Rate Swap of its obligations under or in accordance with such Interest Rate Swap, if any, 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 such Interest Rate Swap, if any 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 or any such Interest Rate Swap, if any on the part of the Depositor Seller or the Servicer thereunder or the Interest Rate Swap obligor, if any, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer and the Interest Rate Swap obligor, if any of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Holders of 66-2/3% of the principal amount of the Notes Outstanding shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Agreement, or against the Seller under or in connection with the Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension, or waiver under the Sale and Servicing Agreement or the Purchase Agreement, as the case may be, and any Interest Rate Swap, if anyright of the Issuer to take such action shall be suspended.

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 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, or by any obligor under any the Interest Rate Swap of its obligations under or in accordance with such the Interest Rate Swap, if any, 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 and such the Interest Rate Swap, if any Swap 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 or any such the Interest Rate Swap, if any Swap on the part of the Depositor or the Servicer thereunder or the any Interest Rate Swap obligor, if anyas applicable, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor or the Servicer and the any Interest Rate Swap obligor, if any obligor of each of their obligations under the Sale and Servicing Agreement and any the Interest Rate Swap, if anyas applicable.

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 Issuer agrees to take all such lawful action as the Indenture Trustee may, in its discretion, or, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall may request to compel or secure the performance and observance by the Depositor or the Servicer, as applicable, Seller of each of their its obligations to the Issuing Entity Issuer under or in connection with the Sale Pooling Agreement and Servicing Agreement or the Purchase Agreement, by the Depositor Servicer of its obligations to the Issuer under or in connection with the ServicerServicing Agreement, as applicable, by NFC of each of their its obligations under or in connection with the Receivables Lease Purchase Agreement and the Purchase Agreement, by Harco Leasing of its obligation under or in connection with the Lease Purchase Agreement or by any obligor under any Interest Rate Swap other party to a Titling Trust Document of its obligations under or in connection with such Titling Trust Document in accordance with such Interest Rate Swap, if anythe 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 Pooling Agreement, the Servicing Agreement, the Purchase Agreement, the Lease Purchase Agreement and such Interest Rate Swap, if any the Titling Trust Documents 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 or any such Interest Rate Swap, if any on the part of the Depositor Seller, the Servicer, NFC, Harco Leasing or the Servicer any other party to a Titling Trust Document thereunder or the Interest Rate Swap obligor, if any, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller, the Servicer, NFC, Harco Leasing or the Servicer and the Interest Rate Swap obligor, if any other party to a Titling Trust Document of each of their respective obligations under the Sale and Pooling Agreement, the Servicing Agreement, the Purchase Agreement, the Lease Purchase Agreement and any Interest Rate Swap, if anythe Titling Trust Documents.

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 may, in its discretion, or, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall may request to compel or secure the performance and observance by the Depositor or Seller and the Servicer, as applicable, of each Servicer of their respective obligations to the Issuing Entity Owner Trustee under or in connection with the Sale Pooling and Servicing Agreement and the Purchase Agreement or by the Depositor or the Servicer, as applicable, NFC of each of their its obligations under or in connection with the Receivables Purchase Agreement, Agreement in accordance with the terms thereof or by any obligor under any the Interest Rate Swap of its obligations under or in accordance with such the Interest Rate Swap, if anySwap 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 Pooling and Servicing Agreement, the Purchase Agreement and such the Interest Rate Swap, if any Swap 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 or any such Interest Rate Swap, if any on the part of the Depositor Seller, the Servicer, NFC or the Servicer thereunder or any obligor under the Interest Rate Swap obligor, if any, thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller, the Servicer, NFC or any obligor under the Servicer Interest Rate Swap of each of their respective obligations under the Pooling and Servicing Agreement, the Purchase Agreement and the Interest Rate Swap obligor, if any of each of their obligations under the Sale and Servicing Agreement and any Interest Rate Swap, if any.

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 may, in its discretion, or, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall may request to compel or secure the performance and observance by HNB, 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 ServicerAssignment, Assumption and Recognition Agreement, as applicable, of each of their obligations under or applicable (including any supplement thereto in connection with the transfer of Subsequent Receivables Purchase pursuant to the Sale and Servicing Agreement, or by any obligor under any Interest Rate Swap of its obligations under or in accordance with such Interest Rate Swap, if any), 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 Assignment, Assumption and such Interest Rate Swap, if Recognition Agreement (including any supplement thereto in connection with the transfer of Subsequent Receivables pursuant to 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 or any such Interest Rate Swap, if any on the part of HNB, the Depositor Seller or the Servicer thereunder or the Interest Rate Swap obligor, if any, and the institution of legal or administrative actions or proceedings to compel or secure performance by HNB, the Depositor Seller or the Servicer and the Interest Rate Swap obligor, if any of each of their obligations under the Sale and Servicing Agreement or the Assignment, Assumption and Recognition Agreement (including any Interest Rate Swapsupplement thereto in connection with the transfer of Subsequent Receivables pursuant to the Sale and Servicing Agreement); provided, if anyhowever, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of HNB, the Seller or the Servicer of any of their respective 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 may, in its discretion, or, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall 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 Seller or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, or by any obligor under any the Interest Rate Swap of its obligations under or in accordance with such the Interest Rate Swap, if any, 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 such the Interest Rate Swap, if any Swap 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 or any such the Interest Rate Swap, if any Swap on the part of the Depositor or Seller, the Servicer thereunder or the any Interest Rate Swap obligor, if anyas applicable, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor or Seller, the Servicer and the any Interest Rate Swap obligor, if any obligor of each of their obligations under the Sale and Servicing Agreement and any the Interest Rate Swap, if anyas applicable.

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 may, in its discretion, or, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall may request 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 and Servicing Agreement Agreement, or by the Depositor or the ServicerSeller and Ford Credit, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, or by any obligor under any Interest Rate Swap of its obligations under or in accordance with such Interest Rate Swap, if any, 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 such Interest Rate Swapthe Purchase Agreement, if any as the case may be, 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 or any such Interest Rate Swap, if any on the part of the Depositor or Seller, the Servicer or Ford Credit thereunder or the Interest Rate Swap obligor, if any, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer and the Interest Rate Swap obligor, if any of each of their obligations under the Sale and Servicing Agreement or by the Seller or Ford Credit of each of their obligations under the Purchase Agreement. In addition, promptly following a request from the Indenture Trustee to do so, and any at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by Swap Counterparties in accordance with the Interest Rate SwapSwap Agreements and to exercise any and all rights, if anyremedies, powers and privileges lawfully available to the Issuer under or in connection with the Interest Rate Swap Agreements to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Swap Counterparty of its obligations under the Interest Rate Swap Agreements.

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 may, in its discretion, or, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall may request 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 and Servicing Agreement or by the Depositor or the Servicer, as applicable, 31 37 Seller of each of their its obligations under or in connection with the Receivables Purchase Agreement, or by any obligor under any Interest Rate Swap of its obligations under or in accordance with such Interest Rate Swap, if any, 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 such Interest Rate Swap, if any 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 or any such Interest Rate Swap, if any on the part of the Depositor Seller or the Servicer thereunder or the Interest Rate Swap obligor, if any, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer and the Interest Rate Swap obligor, if any of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction (which direction coupled with the satisfactory indemnity of the Indenture Trustee shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Holders of sixty- six and two-thirds percent (66 2/3%) of the principal amount of the Notes Outstanding, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Agreement, or against the Seller under or in connection with the Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension, or waiver under the Sale and Servicing Agreement or the Purchase Agreement, as the case may be, and any Interest Rate Swapright of the Issuer to take such action shall be suspended. (c) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, if any.the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by MBCC of each of its obligations to the Seller under or in connection with the Purchase Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by MBCC of each of its obligations under the Purchase Agreement. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the written direction (which direction coupled with the satisfactory indemnity of the Indenture Trustee shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of sixty-six and two-thirds percent (66 2/3%) of the principal amount of the Notes Outstanding, shall, exercise all rights, remedies, powers, privileges and claims of the Seller against MBCC under or in connection with the Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by MBCC of each of its obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any rights of the Seller to take such action shall be suspended. ARTICLE VI

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s Issuer's expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee may, in its discretion, or, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall may request 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 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 Loan Sale Agreement, or by any obligor under any Interest Rate Swap of its obligations under or in accordance with such Interest Rate Swap, if any, 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 such Interest Rate Swap, if any 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 or any such Interest Rate Swap, if any on the part of the Depositor Seller or the Servicer thereunder or the Interest Rate Swap obligor, if any, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer and the Interest Rate Swap obligor, if any of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Majority Highest Priority Class Noteholders shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Agreement, or against the Seller under or in connection with the Loan Sale Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension, or waiver under the Sale and Servicing Agreement or the Loan Sale Agreement, as the case may be, and any Interest Rate Swap, if anyright of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Enhancer (in the case of the Mortgage Loans assigned to Group I) or the Indenture Trustee (with the written consent of the Enhancer in the case of the Mortgage Loans assigned to Group I) to do so and at the Administrator’s expenseso, the Issuing Entity shall Issuer, in its capacity as owner of the Mortgage Loans, shall, with the written consent of the Enhancer (in the case of the Mortgage Loans assigned to Group I), take all such lawful action as the Indenture Trustee may, or the Enhancer (in its discretion, or, at the direction case of the Holders of a majority of Mortgage Loans assigned to Group I) may request to cause 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 Master Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Mortgage Loan Purchase and Servicing Agreement and 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, or by any obligor under any Interest Rate Swap of its obligations under or in accordance with such Interest Rate Swap, if any, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Mortgage Loan Purchase and Servicing Agreement, and the Sale and Servicing Agreement and such Interest Rate SwapAgreement, if any to the extent and in the manner directed by the Indenture Trustee, in its discretion or 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 or any such Interest Rate Swap, if any on the part of the Depositor Seller or the Master Servicer thereunder or the Interest Rate Swap obligor, if any, and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Depositor Seller or the Master Servicer and the Interest Rate Swap obligor, if any of each of their obligations under the Sale Mortgage Loan Purchase and Servicing Agreement and any Interest Rate Swap, if anythe Sale and Servicing Agreement.