Common use of Action on Instruction Clause in Contracts

Action on Instruction. (a) Subject to Article IV and in accordance with the Transaction Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee is not required to take any action under this Agreement or any other Transaction Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action (i) is likely to result in liability on the part of the Owner Trustee, (ii) is contrary to the terms of this Agreement or of any other Transaction Document, or (iii) is contrary to law. (c) Whenever the Owner Trustee is (i) unable to decide between alternative courses of action under this Agreement or any other Transaction Document, (ii) unsure about the application of any provision of this Agreement or any other Transaction Document or it appears to be in conflict with any other applicable provision, or (iii) if this Agreement permits any determination by the Owner Trustee or is silent or is incomplete about the course of action that the Owner Trustee is required to take regarding a particular set of facts, the Owner Trustee may give appropriate notice to the Certificateholders requesting instruction and, if the Owner Trustee in good faith follows any instructions it receives, the Owner Trustee shall not be liable to the Certificateholders on account of its action or inaction. If the Owner Trustee has not received appropriate instruction within ten days of the notice (or within any shorter period necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action not inconsistent with this Agreement or the other Transaction Documents that it deems to be in the best interests of the Certificateholders, and shall have no liability to the Certificateholders for its action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture), and when so requested by the Certificateholders, the Owner Trustee shall enter into any amendment of any Transaction Documents: (i) that does not impose further obligations or liabilities on the Owner Trustee, (ii) that the Credit Enhancer has consented to, and (iii) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/3% of the aggregate Outstanding Amount of the Notes have consented.

Action on Instruction. (a) Subject to Article IV and in accordance with the Transaction Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee is not required to take any action under this Agreement or any other Transaction Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action action (i1) is likely to result in liability on the part of the Owner Trustee, , (ii2) is contrary to the terms of this Agreement or of any other Transaction Document, or or (iii3) is contrary to law. (c) Whenever the Owner Trustee is is (i1) unable to decide between alternative courses of action under this Agreement or any other Transaction Document, , (ii2) unsure about the application of any provision of this Agreement or any other Transaction Document or it appears to be in conflict with any other applicable provision, or or (iii3) if this Agreement permits any determination by the Owner Trustee or is silent or is incomplete about the course of action that the Owner Trustee is required to take regarding a particular set of facts, the Owner Trustee may give appropriate notice to the Certificateholders requesting instruction and, if the Owner Trustee in good faith follows any instructions it receives, the Owner Trustee shall not be liable to the Certificateholders on account of its action or inaction. If the Owner Trustee has not received appropriate instruction within ten days of the notice (or within any shorter period necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action not inconsistent with this Agreement or the other Transaction Documents that it deems to be in the best interests of the Certificateholders, and shall have no liability to the Certificateholders for its action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture), and when so requested by the Certificateholders, the Owner Trustee shall enter into any amendment of any Transaction Documents: (i1) that does not impose further obligations or liabilities on the Owner Trustee, (ii2) that the Credit Enhancer has consented to, and (iii3) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/3% 66?% of the aggregate Outstanding Amount of the Notes have consented.

Action on Instruction. (a) Subject to Article IV and in accordance with the Transaction Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee is not required to take any action under this Agreement or any other Transaction Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action (i) is likely to result in liability on the part of the Owner Trustee, (ii) is contrary to the terms of this Agreement or of any other Transaction Document, or (iii) is contrary to law. (c) Whenever the Owner Trustee is (i) unable to decide between alternative courses of action under this Agreement or any other Transaction Document, (ii) unsure about the application of any provision of this Agreement or any other Transaction Document or it appears to be in conflict with any other applicable provision, or (iii) if this Agreement permits any determination by the Owner Trustee or is silent or is incomplete about the course of action that the Owner Trustee is required to take regarding a particular set of facts, the Owner Trustee may give appropriate notice to the Certificateholders requesting instruction and, if the Owner Trustee in good faith follows any instructions it receives, the Owner Trustee shall not be liable to the Certificateholders on account of its action or inaction. If the Owner Trustee has not received appropriate instruction within ten days of the notice (or within any shorter period necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action not inconsistent with this Agreement or the other Transaction Documents that it deems to be in the best interests of the Certificateholders, and shall have no liability to the Certificateholders for its action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture), and when so requested by the Certificateholders, the Owner Trustee shall enter into any amendment of any Transaction Documents: (i) that does not impose further obligations or liabilities on the Owner Trustee, (ii) that the Credit Enhancer has consented to, and (iii) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/366-2/3% of the aggregate Outstanding Amount of the Notes have consented.

Action on Instruction. (a) Subject to Article IV and in accordance with the Transaction Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee is not required to take any action under this Agreement or any other Transaction Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action action (i1) is likely to result in liability on the part of the Owner Trustee, , (ii2) is contrary to the terms of this Agreement or of any other Transaction Document, or or (iii3) is contrary to law. (c) Whenever the Owner Trustee is is (i1) unable to decide between alternative courses of action under this Agreement or any other Transaction Document, , (ii2) unsure about the application of any provision of this Agreement or any other Transaction Document or it appears to be in conflict with any other applicable provision, or or (iii3) if this Agreement permits any determination by the Owner Trustee or is silent or is incomplete about the course of action that the Owner Trustee is required to take regarding a particular set of facts, the Owner Trustee may give appropriate notice to the Certificateholders requesting instruction and, if the Owner Trustee in good faith follows any instructions it receives, the Owner Trustee shall not be liable to the Certificateholders on account of its action or inaction. If the Owner Trustee has not received appropriate instruction within ten days of the notice (or within any shorter period necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action not inconsistent with this Agreement or the other Transaction Documents that it deems to be in the best interests of the Certificateholders, and shall have no liability to the Certificateholders for its action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture), and when so requested by the Certificateholders, the Owner Trustee shall enter into any amendment of any Transaction Documents: (i1) that does not impose further obligations or liabilities on the Owner Trustee, (ii2) that the Credit Enhancer has consented to, and (iii3) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/366-2/3% of the aggregate Outstanding Amount of the Notes have consented.

Action on Instruction. (a) Subject to Article IV and in accordance with the Transaction Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee is not required to take any action under this Agreement or any other Transaction Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action (i) is likely to result in liability on the part of the Owner Trustee, (ii) is contrary to the terms of this Agreement or of any other Transaction Document, or (iii) is contrary to law. (c) Whenever the Owner Trustee is (i) unable to decide between alternative courses of action under this Agreement or any other Transaction Document, (ii) unsure about the application of any provision of this Agreement or any other Transaction Document or it appears to be in conflict with any other applicable provision, or (iii) if this Agreement permits any determination by the Owner Trustee or is silent or is incomplete about the course of action that the Owner Trustee is required to take regarding a particular set of facts, the Owner Trustee may give appropriate notice to the Certificateholders requesting instruction and, if the Owner Trustee in good faith follows any instructions it receives, the Owner Trustee shall not be liable to the Certificateholders on account of its action or inaction. If the Owner Trustee has not received appropriate instruction within ten days of the notice (or within any shorter period necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action not inconsistent with this Agreement or the other Transaction Documents that it deems to be in the best interests of the Certificateholders, and shall have no liability to the Certificateholders for its action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture), and when so requested by the Certificateholders, the Owner Trustee shall enter into any amendment of any Transaction Documents: (i) that does not impose further obligations or liabilities on the Owner Trustee, (ii) that the Credit Enhancer has consented to, and (iii) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/366 2/3% of the aggregate Outstanding Amount of the Notes have consented.

Action on Instruction. (a) Subject to Article IV and in accordance with the Transaction Documents, the Certificateholders of an affected Series may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee is not required to take any action under this any Agreement or any other Transaction Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action (i) is likely to result in liability on the part of the Owner Trustee, (ii) is contrary to the terms of this the relevant Agreement or of any other Transaction Document, or (iii) is contrary to law. (c) Whenever the Owner Trustee is (i) unable to decide between alternative courses of action under this any Agreement or any other Transaction Document, (ii) unsure about the application of any provision of this any Agreement or any other Transaction Document or it appears to be in conflict with any other applicable provision, or (iii) if this any Agreement permits any determination by the Owner Trustee or is silent or is incomplete about the course of action that the Owner Trustee is required to take regarding a particular set of facts, the Owner Trustee may give appropriate notice to the Certificateholders requesting instruction and, if the Owner Trustee in good faith follows any instructions it receives, the Owner Trustee shall not be liable to the Certificateholders on account of its action or inaction. If the Owner Trustee has not received appropriate instruction within ten days of the notice (or within any shorter period necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action not inconsistent with this the Agreement or the other Transaction Documents that it deems to be in the best interests of the Certificateholders, and shall have no liability to the Certificateholders for its action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture)satisfied, and when so requested by the CertificateholdersCertificateholders of a Series, the Owner Trustee shall enter into any amendment of any related Transaction Documents: (i) that does not impose further obligations or liabilities on the Owner Trustee, (ii) that the Credit Enhancer has consented to, and (iii) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/3% 66K% of the aggregate Outstanding Amount of the related Notes have consented.

Action on Instruction. (a) Subject to Article IV and in accordance with the Transaction Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee is not required to take any action under this Agreement or any other Transaction Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action action (i1) is likely to result in liability on the part of the Owner Trustee, , (ii2) is contrary to the terms of this Agreement or of any other Transaction Document, or or (iii3) is contrary to law. (c) Whenever the Owner Trustee is is (i1) unable to decide between alternative courses of action under this Agreement or any other Transaction Document, , (ii2) unsure about the application of any provision of this Agreement or any other Transaction Document or it appears to be in conflict with any other applicable provision, or or (iii3) if this Agreement permits any determination by the Owner Trustee or is silent or is incomplete about the course of action that the Owner Trustee is required to take regarding a particular set of facts, the Owner Trustee may give appropriate notice to the Certificateholders requesting instruction and, if the Owner Trustee in good faith follows any instructions it receives, the Owner Trustee shall not be liable to the Certificateholders on account of its action or inaction. If the Owner Trustee has not received appropriate instruction within ten days of the notice (or within any shorter period necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action not inconsistent with this Agreement or the other Transaction Documents that it deems to be in the best interests of the Certificateholders, and shall have no liability to the Certificateholders for its action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture), and when so requested by the Certificateholders, the Owner Trustee shall enter into any amendment of any Transaction Documents: (i1) that does not impose further obligations or liabilities on the Owner Trustee, (ii2) that the Credit Enhancer has consented to, and (iii3) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/366(2)/3% of the aggregate Outstanding Amount of the Notes have consented.

Action on Instruction. (a) Subject to Article IV and in accordance with the Transaction Documents, the Certificateholders of an affected Series may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee is not required to take any action under this any Agreement or any other Transaction Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action (i) is likely to result in liability on the part of the Owner Trustee, (ii) is contrary to the terms of this the relevant Agreement or of any other Transaction Document, or (iii) is contrary to law. (c) Whenever the Owner Trustee is (i) unable to decide between alternative courses of action under this any Agreement or any other Transaction Document, (ii) unsure about the application of any provision of this any Agreement or any other Transaction Document or it appears to be in conflict with any other applicable provision, or (iii) if this any Agreement permits any determination by the Owner Trustee or is silent or is incomplete about the course of action that the Owner Trustee is required to take regarding a particular set of facts, the Owner Trustee may give appropriate notice to the Certificateholders requesting instruction and, if the Owner Trustee in good faith follows any instructions it receives, the Owner Trustee shall not be liable to the Certificateholders on account of its action or inaction. If the Owner Trustee has not received appropriate instruction within ten days of the notice (or within any shorter period necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action not inconsistent with this the Agreement or the other Transaction Documents that it deems to be in the best interests of the Certificateholders, and shall have no liability to the Certificateholders for its action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture)satisfied, and when so requested by the CertificateholdersCertificateholders of a Series, the Owner Trustee shall enter into any amendment of any related Transaction Documents: (i) that does not impose further obligations or liabilities on the Owner Trustee, (ii) that the Credit Enhancer has consented to, and (iii) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/366 2/3% of the aggregate Outstanding Amount of the related Notes have consented.

Action on Instruction. (a) Subject to Article IV and in accordance with the Transaction Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee is not required to take any action under this Agreement or any other Transaction Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action action (i1) is likely to result in liability on the part of the Owner Trustee, , (ii2) is contrary to the terms of this Agreement or of any other Transaction Document, or or (iii3) is contrary to law. (c) Whenever the Owner Trustee is is (i1) unable to decide between alternative courses of action under this Agreement or any other Transaction Document, , (ii2) unsure about the application of any provision of this Agreement or any other Transaction Document or it appears to be in conflict with any other applicable provision, or or (iii3) if this Agreement permits any determination by the Owner Trustee or is silent or is incomplete about the course of action that the Owner Trustee is required to take regarding a particular set of facts, the Owner Trustee may give appropriate notice to the Certificateholders requesting instruction and, if the Owner Trustee in good faith follows any instructions it receives, the Owner Trustee shall not be liable to the Certificateholders on account of its action or inaction. If the Owner Trustee has not received appropriate instruction within ten days of the notice (or within any shorter period necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action not inconsistent with this Agreement or the other Transaction Documents that it deems to be in the best interests of the Certificateholders, and shall have no liability to the Certificateholders for its action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture), and when so requested by the Certificateholders, the Owner Trustee shall enter into any amendment of any Transaction Documents: (i1) that does not impose further obligations or liabilities on the Owner Trustee, (ii2) that the Credit Enhancer has consented to, and (iii3) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/3% 66⅔% of the aggregate Outstanding Amount of the Notes have consented.

Action on Instruction. (a) Subject to Article IV and in accordance with the Transaction Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee is not required to take any action under this Agreement or any other Transaction Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action action (i1) is likely to result in liability on the part of the Owner Trustee, , (ii2) is contrary to the terms of this Agreement or of any other Transaction Document, or or (iii3) is contrary to law. (c) Whenever the Owner Trustee is is (i1) unable to decide between alternative courses of action under this Agreement or any other Transaction Document, , (ii2) unsure about the application of any provision of this Agreement or any other Transaction Document or it appears to be in conflict with any other applicable provision, or or (iii3) if this Agreement permits any determination by the Owner Trustee or is silent or is incomplete about the course of action that the Owner Trustee is required to take regarding a particular set of facts, the Owner Trustee may give appropriate notice to the Certificateholders requesting instruction and, if the Owner Trustee in good faith follows any instructions it receives, the Owner Trustee shall not be liable to the Certificateholders on account of its action or inaction. If the Owner Trustee has not received appropriate instruction within ten days of the notice (or within any shorter period necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action not inconsistent with this Agreement or the other Transaction Documents that it deems to be in the best interests of the Certificateholders, and shall have no liability to the Certificateholders for its action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture), and when so requested by the Certificateholders, the Owner Trustee shall enter into any amendment of any Transaction Documents: (i1) that does not impose further obligations or liabilities on the Owner Trustee, (ii2) that the Credit Enhancer has consented to, and (iii3) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/366 2/3% of the aggregate Outstanding Amount of the Notes have consented.

Action on Instruction. (a) Subject to Article IV and in accordance with the Transaction Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee is will not be required to take any action under this Agreement or any other Transaction 2014-B Basic Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action (i) is likely to result in liability on the part of the Owner Trustee, (ii) is contrary to the terms of this Agreement any 2014-B Basic Document or of any other Transaction Document, or (iii) is contrary to law. (cb) Whenever If (i) the Owner Trustee is (i) unable to decide between alternative courses unsure of action under this Agreement or any other Transaction Document, (ii) unsure about the application of any provision of this Agreement any 2014-B Basic Document, (ii) any provision of any 2014-B Basic Document is, or any other Transaction Document or it appears to be be, in conflict with any other applicable provision, or (iii) if this Agreement permits any determination by the Owner Trustee or is silent or is incomplete about regarding the course of action that the Owner Trustee is required to take regarding for a particular set of factsfacts or (iv) the Owner Trustee is unable to decide between alternative courses of action permitted or required by any 2014-B Basic Document, the Owner Trustee may give appropriate notice to may, and for clause (iv) will, notify the Certificateholders Indenture Administrator requesting instruction and, if to the extent that the Owner Trustee acts or refrains from acting in good faith follows in accordance with any instructions it receivessuch instruction received, the Owner Trustee shall will not be liable to the Certificateholders any Person on account of its the action or inaction. If the Owner Trustee has does not received receive appropriate instruction within ten days of the notice (or within any a shorter period of time reasonably specified in the notice or necessary under the circumstances) it may, but shall will be under no duty to, take or refrain from taking any action the action, not inconsistent with this Agreement or the other Transaction Documents that 2014-B Basic Documents, as it deems to be in the best interests of the Certificateholdersholder of the Residual Interest, and shall will have no liability to the Certificateholders any Person for its that action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture), and when so requested by the Certificateholders, the Owner Trustee shall enter into any amendment of any Transaction Documents: (i) that does not impose further obligations or liabilities on the Owner Trustee, (ii) that the Credit Enhancer has consented to, and (iii) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/3% of the aggregate Outstanding Amount of the Notes have consented.

Action on Instruction. (a) Subject to Article IV and in accordance with the Transaction Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee is not required to take any action under this Agreement or any other Transaction Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action action (i1) is likely to result in liability on the part of the Owner Trustee, , (ii2) is contrary to the terms of this Agreement or of any other Transaction Document, or or (iii3) is contrary to law. (c) Whenever the Owner Trustee is is (i1) unable to decide between alternative courses of action under this Agreement or any other Transaction Document, , (ii2) unsure about the application of any provision of this Agreement or any other Transaction Document or it appears to be in conflict with any other applicable provision, or or (iii3) if this Agreement permits any determination by the Owner Trustee or is silent or is incomplete about the course of action that the Owner Trustee is required to take regarding a particular set of facts, the Owner Trustee may give appropriate notice to the Certificateholders requesting instruction and, if the Owner Trustee in good faith follows any instructions it receives, the Owner Trustee shall not be liable to the Certificateholders on account of its action or inaction. If the Owner Trustee has not received appropriate instruction within ten days of the notice (or within any shorter period necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action not inconsistent with this Agreement or the other Transaction Documents that it deems to be in the best interests of the Certificateholders, and shall have no liability to the Certificateholders for its action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture), and when so requested by the Certificateholders, the Owner Trustee shall enter into any amendment of any Transaction Documents: (i1) that does not impose further obligations or liabilities on the Owner Trustee, (ii) that the Credit Enhancer has consented to, and (iii2) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/366(2)/3% of the aggregate Outstanding Amount of the Notes have consented.

Action on Instruction. (a) Subject to Article IV and in accordance with the Transaction Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee is will not be required to take any action under this Agreement or any other Transaction 2015-B Basic Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action (i) is likely to result in liability on the part of the Owner Trustee, (ii) is contrary to the terms of this Agreement any 2015-B Basic Document or of any other Transaction Document, or (iii) is contrary to law. (cb) Whenever If (i) the Owner Trustee is (i) unable to decide between alternative courses unsure of action under this Agreement or any other Transaction Document, (ii) unsure about the application of any provision of this Agreement any 2015-B Basic Document, (ii) any provision of any 2015-B Basic Document is, or any other Transaction Document or it appears to be be, in conflict with any other applicable provision, or (iii) if this Agreement permits any determination by the Owner Trustee or is silent or is incomplete about regarding the course of action that the Owner Trustee is required to take regarding for a particular set of factsfacts or (iv) the Owner Trustee is unable to decide between alternative courses of action permitted or required by any 2015-B Basic Document, the Owner Trustee may give appropriate notice to may, and for clause (iv) will, notify the Certificateholders Indenture Administrator requesting instruction and, if to the extent that the Owner Trustee acts or refrains from acting in good faith follows in accordance with any instructions it receivessuch instruction received, the Owner Trustee shall will not be liable to the Certificateholders any Person on account of its the action or inaction. If the Owner Trustee has does not received receive appropriate instruction within ten days of the notice (or within any a shorter period of time reasonably specified in the notice or necessary under the circumstances) it may, but shall will be under no duty to, take or refrain from taking any action the action, not inconsistent with this Agreement or the other Transaction Documents that 2015-B Basic Documents, as it deems to be in the best interests of the Certificateholdersholder of the Residual Interest, and shall will have no liability to the Certificateholders any Person for its that action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture), and when so requested by the Certificateholders, the Owner Trustee shall enter into any amendment of any Transaction Documents: (i) that does not impose further obligations or liabilities on the Owner Trustee, (ii) that the Credit Enhancer has consented to, and (iii) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/3% of the aggregate Outstanding Amount of the Notes have consented.

Action on Instruction. (a) Subject to Article IV and in accordance with the Transaction Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee is not required to take any action under this Agreement or any other Transaction Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action (i) is likely to result in liability on the part of the Owner Trustee, (ii) is contrary to the terms of this Agreement or of any other Transaction Document, or (iii) is contrary to law. (c) Whenever the Owner Trustee is (i) unable to decide between alternative courses of action under this Agreement or any other Transaction Document, (ii) unsure about the application of any provision of this Agreement or any other Transaction Document or it appears to be in conflict with any other applicable provision, or (iii) if this Agreement permits any determination by the Owner Trustee or is silent or is incomplete about the course of action that the Owner Trustee is required to take regarding a particular set of facts, the Owner Trustee may give appropriate notice to the Certificateholders requesting instruction and, if the Owner Trustee in good faith follows any instructions it receives, the Owner Trustee shall not be liable to the Certificateholders on account of its action or inaction. If the Owner Trustee has not received appropriate instruction within ten days of the notice (or within any shorter period necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action not inconsistent with this Agreement or the other Transaction Documents that it deems to be in the best interests of the Certificateholders, and shall have no liability to the Certificateholders for its action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture), and when so requested by the Certificateholders, the Owner Trustee shall enter into any amendment of any Transaction Documents: (i) that does not impose further obligations or liabilities on the Owner Trustee, (ii) that the Credit Enhancer has consented to, and (iii) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/366(2)/3% of the aggregate Outstanding Amount of the Notes have consented.

Action on Instruction. (a) Subject to Article IV and in accordance with the Transaction Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee is will not be required to take any action under this Agreement or any other Transaction 2015-A Basic Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action (i) is likely to result in liability on the part of the Owner Trustee, (ii) is contrary to the terms of this Agreement any 2015-A Basic Document or of any other Transaction Document, or (iii) is contrary to law. (cb) Whenever If (i) the Owner Trustee is (i) unable to decide between alternative courses unsure of action under this Agreement or any other Transaction Document, (ii) unsure about the application of any provision of this Agreement any 2015-A Basic Document, (ii) any provision of any 2015-A Basic Document is, or any other Transaction Document or it appears to be be, in conflict with any other applicable provision, or (iii) if this Agreement permits any determination by the Owner Trustee or is silent or is incomplete about regarding the course of action that the Owner Trustee is required to take regarding for a particular set of factsfacts or (iv) the Owner Trustee is unable to decide between alternative courses of action permitted or required by any 2015-A Basic Document, the Owner Trustee may give appropriate notice to may, and for clause (iv) will, notify the Certificateholders Indenture Administrator requesting instruction and, if to the extent that the Owner Trustee acts or refrains from acting in good faith follows in accordance with any instructions it receivessuch instruction received, the Owner Trustee shall will not be liable to the Certificateholders any Person on account of its the action or inaction. If the Owner Trustee has does not received receive appropriate instruction within ten days of the notice (or within any a shorter period of time reasonably specified in the notice or necessary under the circumstances) it may, but shall will be under no duty to, take or refrain from taking any action the action, not inconsistent with this Agreement or the other Transaction Documents that 2015-A Basic Documents, as it deems to be in the best interests of the Certificateholdersholder of the Residual Interest, and shall will have no liability to the Certificateholders any Person for its that action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture), and when so requested by the Certificateholders, the Owner Trustee shall enter into any amendment of any Transaction Documents: (i) that does not impose further obligations or liabilities on the Owner Trustee, (ii) that the Credit Enhancer has consented to, and (iii) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/3% of the aggregate Outstanding Amount of the Notes have consented.

Action on Instruction. (a) Subject to Article IV ArticleIV and in accordance with the Transaction Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee is not required to take any action under this Agreement or any other Transaction Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action (i) is likely to result in liability on the part of the Owner Trustee, (ii) is contrary to the terms of this Agreement or of any other Transaction Document, or (iii) is contrary to law. (c) Whenever the Owner Trustee is (i) unable to decide between alternative courses of action under this Agreement or any other Transaction Document, (ii) unsure about the application of any provision of this Agreement or any other Transaction Document or it appears to be in conflict with any other applicable provision, or (iii) if this Agreement permits any determination by the Owner Trustee or is silent or is incomplete about the course of action that the Owner Trustee is required to take regarding a particular set of facts, the Owner Trustee may give appropriate notice to the Certificateholders requesting instruction and, if the Owner Trustee in good faith follows any instructions it receives, the Owner Trustee shall not be liable to the Certificateholders on account of its action or inaction. If the Owner Trustee has not received appropriate instruction within ten days of the notice (or within any shorter period necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action not inconsistent with this Agreement or the other Transaction Documents that it deems to be in the best interests of the Certificateholders, and shall have no liability to the Certificateholders for its action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture), and when so requested by the Certificateholders, the Owner Trustee shall enter into any amendment of any Transaction Documents: (i) that does not impose further obligations or liabilities on the Owner Trustee, (ii) that the Credit Enhancer has consented to, and (iii) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/3% of the aggregate Outstanding Amount of the Notes have consented.

Action on Instruction. (a) Subject to Article IV and in accordance with the Transaction Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee is not required to take any action under this Agreement or any other Transaction Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action (i1) is likely to result in liability on the part of the Owner Trustee, (ii2) is contrary to the terms of this Agreement or of any other Transaction Document, or (iii3) is contrary to law. (c) Whenever the Owner Trustee is (i1) unable to decide between alternative courses of action under this Agreement or any other Transaction Document, (ii2) unsure about the application of any provision of this Agreement or any other Transaction Document or it appears to be in conflict with any other applicable provision, or (iii3) if this Agreement permits any determination by the Owner Trustee or is silent or is incomplete about the course of action that the Owner Trustee is required to take regarding a particular set of facts, the Owner Trustee may give appropriate notice to the Certificateholders requesting instruction and, if the Owner Trustee in good faith follows any instructions it receives, the Owner Trustee shall not be liable to the Certificateholders on account of its action or inaction. If the Owner Trustee has not received appropriate instruction within ten days of the notice (or within any shorter period necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action not inconsistent with this Agreement or the other Transaction Documents that it deems to be in the best interests of the Certificateholders, and shall have no liability to the Certificateholders for its action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture), and when so requested by the Certificateholders, the Owner Trustee shall enter into any amendment of any Transaction Documents: (i1) that does not impose further obligations or liabilities on the Owner Trustee, (ii2) that the Credit Enhancer has consented to, and (iii3) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/366 2/3% of the aggregate Outstanding Amount of the Notes have consented.

Action on Instruction. (a) Subject to Article IV and in accordance with the Transaction Documents, the Certificateholders of an affected Series may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee is not required to take any action under this any Agreement or any other Transaction Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action (i) is likely to result in liability on the part of the Owner Trustee, (ii) is contrary to the terms of this the relevant Agreement or of any other Transaction Document, or (iii) is contrary to law. (c) Whenever the Owner Trustee is (i) unable to decide between alternative courses of action under this any Agreement or any other Transaction Document, (ii) unsure about the application of any provision of this any Agreement or any other Transaction Document or it appears to be in conflict with any other applicable provision, or (iii) if this any Agreement permits any determination by the Owner Trustee or is silent or is incomplete about the course of action that the Owner Trustee is required to take regarding a particular set of facts, the Owner Trustee may give appropriate notice to the Certificateholders requesting instruction and, if the Owner Trustee in good faith follows any instructions it receives, the Owner Trustee shall not be liable to the Certificateholders on account of its action or inaction. If the Owner Trustee has not received appropriate instruction within ten days of the notice (or within any shorter period necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action not inconsistent with this the Agreement or the other Transaction Documents that it deems to be in the best interests of the Certificateholders, and shall have no liability to the Certificateholders for its action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture)satisfied, and when so requested by the CertificateholdersCertificateholders of a Series, the Owner Trustee shall enter into any amendment of any related Transaction Documents: : (i) that does not impose further obligations or liabilities on the Owner Trustee, , (ii) that the Credit Enhancer has consented to, and and (iii) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/366 2/3% of the aggregate Outstanding Amount of the related Notes have consented.

Action on Instruction. (a) Subject to Article IV and in accordance with the Transaction Documents, the Certificateholders may by written instruction direct the Owner Trustee Trustees in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. The Certificateholders shall not instruct the Trustees in a manner inconsistent with this Agreement or the Transaction Documents. (b) The Owner No Trustee is not required to take any action under this Agreement or any other Transaction Document if the Owner such Trustee reasonably determines, or is advised by counsel, that the action (i1) is likely to result in liability on the part of the Owner such Trustee, (ii2) is contrary to the terms of this Agreement or of any other Transaction Document, or (iii3) is contrary to law. (c) Whenever the Owner a Trustee is (i1) unable to decide between alternative courses of action under this Agreement or any other Transaction Document, (ii2) unsure about the application of any provision of this Agreement or any other Transaction Document or it appears to be in conflict with any other applicable provision, or (iii3) if this Agreement permits any determination by the Owner such Trustee or is silent or is incomplete about the course of action that the Owner such Trustee is required to take regarding a particular set of facts, the Owner such Trustee may give appropriate notice to the Certificateholders requesting instruction and, if the Owner such Trustee in good faith follows any instructions it receives, the Owner such Trustee shall not be liable to the Certificateholders on account of its action or inaction. If the Owner a Trustee has not received appropriate instruction within ten (10) days of the notice (or within any shorter period necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action not inconsistent with this Agreement or the other Transaction Documents that it deems to be in the best interests of the Certificateholders, and shall have no liability to the Certificateholders for its action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture), and when When so requested by the Certificateholders, the Owner a Trustee shall enter into any amendment of any Transaction Documents: (i) Documents that does not impose further obligations or liabilities on the Owner such Trustee, (ii) that the Credit Enhancer has consented to, and (iii) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/3% of the aggregate Outstanding Amount of the Notes have consented.

Action on Instruction. (a) Subject to Article IV and in accordance with the Transaction Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee is not required to take any action under this Agreement or any other Transaction Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action action (i1) is likely to result in liability on the part of the Owner Trustee, , (ii2) is contrary to the terms of this Agreement or of any other Transaction Document, or or (iii3) is contrary to law. (c) Whenever the Owner Trustee is is (i1) unable to decide between alternative courses of action under this Agreement or any other Transaction Document, , (ii2) unsure about the application of any provision of this Agreement or any other Transaction Document or it appears to be in conflict with any other applicable provision, or or (iii3) if this Agreement permits any determination by the Owner Trustee or is silent or is incomplete about the course of action that the Owner Trustee is required to take regarding a particular set of facts, the Owner Trustee may give appropriate notice to the Certificateholders requesting instruction and, if the Owner Trustee in good faith follows any instructions it receives, the Owner Trustee shall not be liable to the Certificateholders on account of its action or inaction. If the Owner Trustee has not received appropriate instruction within ten days of the notice (or within any shorter period necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action not inconsistent with this Agreement or the other Transaction Documents that it deems to be in the best interests of the Certificateholders, and shall have no liability to the Certificateholders for its action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture), and when so requested by the Certificateholders, the Owner Trustee shall enter into any amendment of any Transaction Documents: (i1) that does not impose further obligations or liabilities on the Owner Trustee, (ii) that the Credit Enhancer has consented to, and (iii2) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/366-2/3% of the aggregate Outstanding Amount of the Notes have consented.

Action on Instruction. (a) Subject to Article IV and in accordance with the Transaction Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee is not required to take any action under this Agreement or any other Transaction Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action action (i1) is likely to result in liability on the part of the Owner Trustee, , (ii2) is contrary to the terms of this Agreement or of any other Transaction Document, or or (iii3) is contrary to law. (c) Whenever the Owner Trustee is is (i1) unable to decide between alternative courses of action under this Agreement or any other Transaction Document, , (ii2) unsure about the application of any provision of this Agreement or any other Transaction Document or it appears to be in conflict with any other applicable provision, or or (iii3) if this Agreement permits any determination by the Owner Trustee or is silent or is incomplete about the course of action that the Owner Trustee is required to take regarding a particular set of facts, the Owner Trustee may give appropriate notice to the Certificateholders requesting instruction and, if the Owner Trustee in good faith follows any instructions it receives, the Owner Trustee shall not be liable to the Certificateholders on account of its action or inaction. If the Owner Trustee has not received appropriate instruction within ten days of the notice (or within any shorter period necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action not inconsistent with this Agreement or the other Transaction Documents that it deems to be in the best interests of the Certificateholders, and shall have no liability to the Certificateholders for its action or inaction. (d) The Owner Trustee may enter into any amendment of any Transaction Document as to which the Rating Agency Condition is satisfied (without regard to the Policy, as defined in the Indenture), and when so requested by the Certificateholders, the Owner Trustee shall enter into any amendment of any Transaction Documents: (i1) that does not impose further obligations or liabilities on the Owner Trustee, (ii) that the Credit Enhancer has consented to, and (iii2) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/3% 66⅔% of the aggregate Outstanding Amount of the Notes have consented.