Common use of Action upon Instruction Clause in Contracts

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic 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) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Certificateholders, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms rights of the Basic DocumentsCertificateholders and the Noteholders under Article IV, and except as provided in the penultimate sentence of this paragraph, the Certificateholders may by written instruction Board of Trustees (the “Instructing Party”) shall have the exclusive right to direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent with the express terms set forth herein or in any other Basic Document. Such direction The Board of Trustees, as Instructing Party, designates the Administrator, as its authorized agent for the purpose of providing written instructions to the Owner Trustee as contemplated herein. Each instruction delivered by the Instructing Party to the Owner Trustee shall certify to the Owner Trustee that any actions to be taken pursuant to such instruction comply with the terms of this Agreement and the Basic Documents. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the other Basic Documents, except that the Instructing Party may instruct the Owner Trustee to waive notice periods set forth herein or in the other Basic Documents provided that the party or parties entitled to receive such notice consents to such waiver or join in such instruction. Notwithstanding anything to the contrary herein, in connection with the dissolution and winding up of the Trust following payment in full of the Notes or other liquidation or final settlement of the last outstanding Loan (including the purchase by the Servicer at its option of the corpus of the Trust as described in Section 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Loans as provided in the Basic Documents and the satisfaction and discharge of the Indenture pursuant to Section 9.1(a), the Certificateholders may be exercised at the Instructing Party. To the extent the Owner Trustee acts in good faith in accordance with any time by written instruction of the Certificateholders pursuant Instructing Party received by it, the Owner Trustee shall not be liable on account of such action to Article IVany Person. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of factsDocument, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Instructing Party requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersInstructing Party received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction absent willful misconduct. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee has not received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction absent willful misconduct.

Action upon Instruction. (a) Subject to Article IV IV, and in accordance with the terms of the Basic Transaction Documents, the Certificateholders may may, by written instruction instruction, direct the Owner Trustee or the Administrator in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. The Owner Trustee shall not be required to take any discretionary action to investigate or review any matter without direction from the Majority Certificateholders. Further, with respect to provisions hereunder that provide for instruction by the Certificateholders, for so long as all outstanding Certificates are Book-Entry Certificates, if the Owner Trustee shall have notified the Certificateholders in writing of a proposed action and within 15 Business Days of such notice none of the Certificateholders shall have notified the Owner Trustee in writing that such Certificateholder has withheld consent or provided alternative instruction, the Owner Trustee, in the place of Certificateholder instruction hereunder, may accept and rely on written instruction of the Administrator. If subsequently the Owner Trustee receives alternative written instruction from the Certificateholders, such subsequent instruction shall control. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, or more than one methodology can be used to make any determination or calculation to be performed by the Owner Trustee hereunder, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Majority Certificateholders (or, if specifically required hereunder, all Certificateholders) received, the Owner Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such any action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. For the avoidance of doubt, the Owner Trustee shall be fully protected by the indemnification provisions applicable to it under this agreement in connection with any action the Owner Trustee takes or refrains from taking in accordance with this paragraph.

Action upon Instruction. (a) Subject to this Article IV and in accordance with the terms of the Basic 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 this Article IV. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond InsurerCredit Enhancer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction instructions received from Holders of Certificates representing a majority of the CertificateholdersSecurity Balance of each Class of Certificates, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to this Article IV V and in accordance with the terms of the Basic DocumentsOperative Agreements, the Certificateholders Holder may by written instruction direct the Owner Trustee in the management of the Trust, but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders Holder pursuant to this Article IV.V. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document Operative Agreement if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document Operative Agreement or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Documentother Operative Agreement, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document other Operative Agreement or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall may promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Holder requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersHolder, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documentsany other Operative Agreement, as it shall deem to be in the best interests of the CertificateholdersHolder, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic DocumentsIV, the Majority Certificateholders may by written instruction shall have the exclusive right to direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent with the express terms set forth herein or in any Basic Document. Such direction may be exercised at any time by written instruction of The Certificateholders shall not instruct the Certificateholders pursuant to Article IVOwner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of factsDocument, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersMajority Certificateholders received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received from the Majority Certificateholders, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction. (e) Except as otherwise provided herein, to the extent that there is more than one Certificateholder, any action which may be taken or consent or instructions which may be given by the Certificateholder under this Agreement may be taken by the Majority Certificateholders at the time of such action.

Action upon Instruction. (a) Subject to Article IV IV, and in accordance with the terms of the Basic Transaction Documents, the Certificateholders may may, by written instruction instruction, direct the Owner Trustee or the Administrator in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. The Owner Trustee shall not be required to take any discretionary action to investigate or review any matter without written direction from the Administrator. Further, with respect to provisions hereunder that provide for instruction by the Certificateholders, for so long as all outstanding Certificates are Book-Entry Certificates, if the Owner Trustee shall have notified the Certificateholders in writing of a proposed action and within fifteen (15) Business Days of such notice none of the Certificateholders shall have notified the Owner Trustee in writing that such Certificateholder has withheld consent or provided alternative instruction, the Owner Trustee, in the place of Certificateholder instruction hereunder, may accept and rely on written instruction of the Administrator. If subsequently the Owner Trustee receives alternative written instruction from the Certificateholders with respect to such matter, such subsequent instruction shall control unless the Owner Trustee has already acted at the instruction of the Administrator with respect to such matter. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, or more than one methodology can be used to make any determination or calculation to be performed by the Owner Trustee hereunder, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Administrator requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Administrator (or, if specifically required hereunder, all Certificateholders) received, the Owner Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such any action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. For the avoidance of doubt, the Owner Trustee shall be fully protected by the indemnification provisions applicable to it under this Agreement in connection with any action the Owner Trustee takes or refrains from taking in accordance with this Section 6.3.

Action upon Instruction. (a) Subject to Article IV IV, and in accordance with the terms of the Basic Transaction Documents, the Certificateholders may may, by written instruction instruction, direct the Owner Trustee or the Administrator in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. The Owner Trustee shall not be required to take any discretionary action to investigate or review any matter without direction from the Majority Certificateholders. Further, with respect to provisions hereunder that provide for instruction by the Certificateholders, for so long as all outstanding Certificates are Book-Entry Certificates, if the Owner Trustee shall have notified the Certificateholders in writing of a proposed action and within fifteen (15) Business Days of such notice none of the Certificateholders shall have notified the Owner Trustee in writing that such Certificateholder has withheld consent or provided alternative instruction, the Owner Trustee, in the place of Certificateholder instruction hereunder, may accept and rely on written instruction of the Administrator. If subsequently the Owner Trustee receives alternative written instruction from the Certificateholders with respect to such matter, such subsequent instruction shall control unless the Owner Trustee has already acted at the instruction of the Administrator with respect to such matter. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, or more than one methodology can be used to make any determination or calculation to be performed by the Owner Trustee hereunder, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Majority Certificateholders (or, if specifically required hereunder, all Certificateholders) received, the Owner Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such any action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. For the avoidance of doubt, the Owner Trustee shall be fully protected by the indemnification provisions applicable to it under this Agreement in connection with any action the Owner Trustee takes or refrains from taking in accordance with this Section 6.3.

Action upon Instruction. (a) Subject to Article IV IV, Section 7.01 and in accordance with the terms of the Basic Documents, the Certificateholders may by written instruction direct the Owner Delaware Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IVVII. (b) Notwithstanding the foregoing, the Owner The Delaware Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Delaware Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Delaware Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) Whenever the Owner Delaware Trustee is required unable to decide determine the appropriate course of action between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Delaware Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Delaware Trustee acts in good faith in accordance with any written instruction of the CertificateholdersCertificateholders received, the Owner Delaware Trustee shall not be liable on account of such action to any Person. If the Owner Delaware Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) In the event that the Delaware Trustee is unsure as to the application of any provision of this Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Delaware Trustee or is silent or is incomplete as to the course of action that the Delaware Trustee is required to take with respect to a particular set of facts, the Delaware Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction and, to the extent that the Delaware Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Delaware Trustee shall not be liable, on account of such action or inaction, to any Person. If the Delaware Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders Owners pursuant to Article IV. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Owners requesting instruction from the Owners as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersOwners received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the CertificateholdersOwners, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Owners requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Owners, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic 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) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee (unless the Owner Trustee receives reasonable assurances of indemnification for such liability from the Depositor) or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Certificateholders, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to this Article IV and Section 10.13 of this Trust Agreement and in accordance with the terms of the Basic 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 this Article IV. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond InsurerEnhancer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction instructions received from Certificateholders of Certificates representing a majority of the Certificateholdersaggregate Certificate Percentage Interest of the Certificates, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV IV, and in accordance with the terms of the Basic Transaction Documents, the Certificateholders may may, by written instruction instruction, direct the Owner Trustee or the Administrator in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. The Owner Trustee shall not be required to take any discretionary action to investigate or review any matter without direction from the Majority Certificateholders. Further, with respect to provisions hereunder that provide for instruction by the Certificateholders, for so long as all outstanding Certificates are Book-Entry Certificates, if the Owner Trustee shall have notified the Certificateholders in writing of a proposed action and within 15 Business Days of such notice none of the Certificateholders shall have notified the Owner Trustee in writing that such Certificateholder has withheld consent or provided alternative instruction, the Owner Trustee, in the place of Certificateholder instruction hereunder, may accept and rely on written instruction of the Administrator. If subsequently the Owner Trustee receives alternative written instruction from the Certificateholders, such subsequent instruction shall control. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, or more than one methodology can be used to make any determination or calculation to be performed by the Owner Trustee hereunder, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Majority Certificateholders (or, if specifically required hereunder, all Certificateholders) received, the Owner Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such any action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. For the avoidance of doubt, the Owner Trustee shall be fully protected by the indemnification provisions applicable to it under this Agreement in connection with any action the Owner Trustee takes or refrains from taking in accordance with this paragraph.

Action upon Instruction. (a) Subject to this Article IV and Section 10.13 of this Trust Agreement and in accordance with the terms of the Basic 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 this Article IV. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond InsurerCredit Enhancer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction instructions received from Certificateholders of Certificates representing a majority of the Certificateholdersaggregate Certificate Percentage Interest, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV IV, and in accordance with the terms of the Basic Transaction Documents, the Grantor Trust Certificateholders may may, by written instruction instruction, direct the Owner Grantor Trust Trustee or the Administrator in the management of the Grantor Trust. Such direction may be exercised at any time by written instruction of the Grantor Trust Certificateholders pursuant to Article IV. The Grantor Trust Trustee shall not be required to take any discretionary action to investigate or review any matter without written direction from the Majority Grantor Trust Certificateholders. Further, with respect to provisions hereunder that provide for instruction by the Grantor Trust Certificateholders, if the Grantor Trust Trustee shall have notified the Grantor Trust Certificateholders in writing of a proposed action and within fifteen (15) Business Days of such notice none of the Grantor Trust Certificateholders shall have notified the Grantor Trust Trustee in writing that such Grantor Trust Certificateholder has withheld consent or provided alternative instruction, the Grantor Trust Trustee, in the place of Grantor Trust Certificateholder instruction hereunder, may accept and rely on written instruction of the Administrator. If subsequently the Grantor Trust Trustee receives alternative written instruction from the Grantor Trust Certificateholders, such subsequent instruction shall control, unless the Grantor Trust Trustee has already acted at the instruction of the Administrator with respect to such matter. (b) Notwithstanding the foregoing, the Owner The Grantor Trust Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Grantor Trust Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Grantor Trust Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Grantor Trust Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Grantor Trust Trustee or is silent or is incomplete as to the course of action that the Owner Grantor Trust Trustee is required to take with respect to a particular set of facts, or more than one methodology can be used to make any determination or calculation to be performed by the Owner Grantor Trust Trustee hereunder, the Grantor Trust Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Grantor Trust Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Grantor Trust Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Majority Grantor Trust Certificateholders (or, if specifically required hereunder, all Grantor Trust Certificateholders) received, the Owner Grantor Trust Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Grantor Trust Trustee shall not have received appropriate instruction within 10 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such any action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. For the avoidance of doubt, the Grantor Trust Trustee shall be fully protected by the indemnification provisions applicable to it under this Agreement in connection with any action the Grantor Trust Trustee takes or refrains from taking in accordance with this Section 6.3.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic 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) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to of record as of the Bond Insurer) preceding Record Date requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Certificateholderssuch Certificateholders received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders of record as of the preceding Record Date requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV V and in accordance with the terms of the Basic DocumentsOperative Agreements, the Certificateholders Holder may by written instruction direct the Owner Trustee in the management of the Trust, but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders Holder pursuant to this Article IV.V. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document Operative Agreement if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document Operative Agreement or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Documentother Operative Agreement, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document other Operative Agreement or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall may promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Holder requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersHolder, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documentsany other Operative Agreement, as it shall deem to be in the best interests of the CertificateholdersHolder, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to this Article IV and in accordance with the terms of the other Basic 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 IVthis Article. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other Basic Document Document, or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction instructions received from Holders of Certificates representing at least a majority of the Certificateholdersaggregate Percentage Interest, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the other Basic Documents, Documents as it shall deem to be in the best interests of the Certificateholders, ; and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to this Article IV and Section 11.13 of this Trust Agreement and in accordance with the terms of the Basic 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 this Article IV. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond InsurerEnhancer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction instructions received from Certificateholders of Certificates representing a majority of the Certificateholdersaggregate Certificate Percentage Interest of each Class of Certificates, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to this Article IV and in accordance with the terms of the Basic 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 this Article IV. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond InsurerCredit Enhancer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction instructions received from Holders of Certificates representing a majority of the CertificateholdersSecurity Balance thereof, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV IV, and in accordance with the terms of the Basic Transaction Documents, the Certificateholders may may, by written instruction instruction, direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) Notwithstanding the foregoingSubject to Section 7.1, the Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Majority Certificateholders (or, if specifically required, all Certificateholders) received, the Owner Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the Basic Transaction Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation, at the request, order or direction of any Certificateholder or any other Person, unless such Certificateholder or such Person has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby, including such advances as the Owner Trustee shall reasonably request. (e) The Owner Trustee shall not be personally liable for any distribution made in accordance with the provisions set forth in Section 9.1(a).

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic 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) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Delaware Trustee is required (i) unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is (ii) unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, provision or in the event that this Trust Agreement permits any determination by the Owner Delaware Trustee or is silent or is incomplete as to the course of action that the Owner Delaware Trustee is required to take with respect to a particular set of facts, the Owner Delaware Trustee shall promptly may give notice Notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to and the Bond Insurer) Administrator requesting instruction as to the course of action to be adoptedand, and to the extent that the Owner Delaware Trustee acts or refrains from acting in good faith in accordance with any written such instruction of received from the CertificateholdersRequired Certificateholders or the Administrator, the Owner Delaware Trustee shall not be liable liable, on account of such action or inaction, to any Person. If the Owner Delaware Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Transaction Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall not have no liability to any Person for such action or inaction. (b) Notwithstanding anything in this Trust Agreement to the contrary, neither the Delaware Trustee nor any of its respective agents, shall be required to take or refrain from taking any action under this Trust Agreement, the Transaction Documents or any other agreement, or exercise any of their respective rights and powers, if the Delaware Trustee shall reasonably determine (without any obligation to make any such determination), or shall have been advised by counsel, that such action or inaction (i) is contrary to the terms of this Trust Agreement, the terms of the Transaction Documents or any other agreement to which the Delaware Trustee or the Trust is a party, (ii) is likely to result in a breach of its duties hereunder or those of the Trust Company, (iii) to the actual knowledge of an officer of the Delaware Trustee that is responsible for the administration of the Trust, would adversely affect the tax status of the Trust, or (iv) is otherwise contrary to applicable law. (c) The Delaware Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its respective duties hereunder, or in the exercise of any of its respective rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to the Delaware Trustee and none of the provisions contained in this Trust Agreement shall in any event require the Delaware Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the other party under this Trust Agreement. (d) Subject to the terms of Sections 5.01, 5.03 and 5.06 hereof and the Administration Agreement, the Required Certificateholders or the Administrator may by written instruction direct the Delaware Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Required Certificateholders or the Administrator. Prior to taking any action on behalf of the Trust under this Trust Agreement or the Transaction Documents, the Delaware Trustee may request and, if so requested, shall receive written instructions of the Required Certificateholders or the Administrator specifying the manner in which the Delaware Trustee shall take such action. The Delaware Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the instructions of such Required Certificateholders or the Administrator. (e) The Certificateholders and the Administrator agree to not provide any direction to the Delaware Trustee to take any action that is contrary to the terms of this Trust Agreement, the Transaction Documents, any other agreements to which the Delaware Trustee or the Trust is a party, or is otherwise contrary to applicable law. (f) The Delaware Trustee shall not have the power, except upon the written direction of 100% of the Certificateholders, to (a) remove or replace the Eligible Lender Trustee, any Master Servicer, the Administrator or any other administrator or (b) except as expressly provided in the Transaction Documents, sell the Financed Eligible Loans after the termination of the Indenture. The Delaware Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Certificateholders.

Action upon Instruction. (a) Subject to Article IV and Four, in accordance with the terms of the Basic Documents, the Certificateholders Owners may by written instruction direct the Owner Trustee or the Trust Agent in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders Owners pursuant to Article IVFour. (b) Notwithstanding the foregoing, Neither the Owner Trustee nor the Trust Agent shall not be required to take any action hereunder or under any other Basic Document if the Owner Trustee or the Trust Agent, as applicable, shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or the Trust Agent, as applicable, or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee or the Trust Agent is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete the Trust Agent, as to the course of action that the Owner Trustee is required to take with respect to a particular set of factsapplicable, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to Owners and the Bond Insurer) Insurer requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee or the Trust Agent, as applicable, acts in good faith in accordance with any written instruction of from the CertificateholdersOwners received, the Owner Trustee or the Trust Agent, as applicable, shall not be liable on account of such action to any Person. If the Owner Trustee or the Trust Agent shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or and the other Basic Documents, as it shall deem to be in the best interests of the CertificateholdersOwners, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee or the Trust Agent is unsure as to the application of any provision of this Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or the Trust Agent or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee or the Trust Agent may give notice (in such form as shall be appropriate under the circumstances) to the Owners requesting instruction and, to the extent that the Owner Trustee or the Trust Agent, as applicable, acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee or the Trust Agent, as applicable, shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee or the Trust Agent shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Owners, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic 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) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Delaware Trustee is required (i) unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Transaction Document, or in the event that the Owner Trustee is (ii) unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, provision or (iii) in the event that this Trust Agreement permits any determination by the Owner Delaware Trustee or is silent or is incomplete as to the course of action that the Owner Delaware Trustee is required to take with respect to a particular set of facts, the Owner Delaware Trustee shall promptly may give notice Notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to and the Bond Insurer) Administrator requesting instruction as to the course of action to be adoptedand, and to the extent that the Owner Delaware Trustee acts or refrains from acting in good faith in accordance with any written such instruction of received from the CertificateholdersRequired Certificateholders or the Administrator, the Owner Delaware Trustee shall not be liable liable, on account of such action or inaction, to any Person. If the Owner Delaware Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Transaction Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall not have no liability to any Person for such action or inaction. (b) Notwithstanding anything in this Trust Agreement to the contrary, neither the Delaware Trustee nor any of its respective agents, shall be required to take or refrain from taking any action under this Trust Agreement, the Transaction Documents or any other agreement, or exercise any of their respective rights and powers, if the Delaware Trustee shall reasonably determine (without any obligation to make any such determination), or shall have been advised by counsel, that such action or inaction (i) is contrary to the terms of this Trust Agreement, the terms of the Transaction Documents or any other agreement to which the Delaware Trustee or the Trust is a party, (ii) is likely to result in a breach of its duties hereunder or those of the Trust Company, (iii) to the actual knowledge of an officer of the Delaware Trustee that is responsible for the administration of the Trust, would adversely affect the tax status of the Trust, or (iv) is otherwise contrary to applicable law. (c) The Delaware Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its respective duties hereunder, or in the exercise of any of its respective rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to the Delaware Trustee and none of the provisions contained in this Trust Agreement shall in any event require the Delaware Trustee to perform, or be responsible for the manner of performance of, any of the obligations of any other party under this Trust Agreement. (d) Subject to the terms of Sections 5.01, 5.03 and 5.06 hereof and the Administration Agreement, the Required Certificateholders or the Administrator may by written instruction direct the Delaware Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Required Certificateholders or the Administrator. Prior to taking any action on behalf of the Trust under this Trust Agreement or the Transaction Documents, the Delaware Trustee may request and, if so requested, shall receive written instructions of the Required Certificateholders or the Administrator specifying the manner in which the Delaware Trustee shall take such action. The Delaware Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the instructions of such Required Certificateholders or the Administrator. (e) The Certificateholders agree to not provide any direction to the Delaware Trustee to take any action that is contrary to the terms of this Trust Agreement, the Transaction Documents, any other agreements to which the Delaware Trustee or the Trust is a party, or is otherwise contrary to applicable law. (f) The Delaware Trustee shall not have the power, except upon the direction of each Certificateholder, to (a) remove or replace the Eligible Lender Trustee, any Servicer, the Administrator or any other administrator or (b) except as expressly provided in the Transaction Documents, sell the Financed Student Loans after the termination of the Indenture. The Delaware Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Certificateholders.

Action upon Instruction. (a) Subject to Article IV V and in accordance with the terms of the Basic DocumentsOperative Agreements, the Certificateholders Certificateholder may by written instruction direct the Owner Trustee in the management of the Trust, but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders Certificateholder pursuant to this Article IV.V. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document Operative Agreement if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document Operative Agreement or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Documentother Operative Agreement, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document other Operative Agreement or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall may promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Certificateholder requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersCertificateholder, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documentsany other Operative Agreement, as it shall deem to be in the best interests of the CertificateholdersCertificateholder, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to this Article IV and in accordance with the terms of the Basic 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 this Article IV. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required to decide or is unable to decide between alternative courses of action permitted or required by the terms of this Owner Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Owner Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Owner Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction instructions received from the Holder of the CertificateholdersCertificate, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Owner Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and in accordance with to the other terms of the Basic Documents, the Certificateholders Residual Interestholder 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 Residual Interestholder pursuant to Article IV. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Residual Interestholder requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersResidual Interestholder, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the other Basic Documents, as it shall deem to be in the best interests of the CertificateholdersResidual Interestholder, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Residual Interestholder requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction from the Residual Interestholder, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Residual Interestholder, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and Four, in accordance with the terms of the Basic Documents, the Certificateholders Owners may by written instruction direct the Owner Trustee or the Trust Agent in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders Owners pursuant to Article IVFour. (b) Notwithstanding the foregoing, Neither the Owner Trustee nor the Trust Agent shall not be required to take any action hereunder or under any other Basic Document if the Owner Trustee or the Trust Agent, as applicable, shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or the Trust Agent, as applicable, or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee or the Trust Agent is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete the Trust Agent, as to the course of action that the Owner Trustee is required to take with respect to a particular set of factsapplicable, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to Owners and the Bond Insurer) Insurer requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee or the Trust Agent, as applicable, acts in good faith in accordance with any written instruction of the CertificateholdersOwners received, the Owner Trustee or the Trust Agent, as applicable, shall not be liable on account of such action to any Person. If the Owner Trustee or the Trust Agent shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or and the other Basic Documents, as it shall deem to be in the best interests of the CertificateholdersOwners, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee or the Trust Agent is unsure as to the application of any provision of this Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or the Trust Agent or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee or the Trust Agent may give notice (in such form as shall be appropriate under the circumstances) to the Owners requesting instruction and, to the extent that the Owner Trustee or the Trust Agent, as applicable, acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee or the Trust Agent, as applicable, shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee or the Trust Agent shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Owners, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to this Article IV and Section 10.13 of this Trust Agreement and in accordance with the terms of the Basic 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 this Article IV. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction instructions received from Certificateholders of Certificates representing a majority of the Certificateholdersaggregate Certificate Percentage Interest of each Class of Certificates, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic DocumentsSpread Account Agreement, the Certificateholders may by written instruction Note Insurer (so long as a Note Insurer Default shall not have occurred and be continuing) or the Class C Certificateholder (or if the Class C Certificate Balance has been reduced to zero and all amounts due to the Class C Certificateholder have been paid, the Class R Certificateholder) (if a Note Insurer Default shall have occurred and be continuing) (the "Instructing Party") shall have the exclusive right to direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent with the express terms set forth herein or in any Basic Document. Such direction may be exercised at any time by written instruction of The Instructing Party shall not instruct the Certificateholders pursuant to Article IVOwner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Instructing Party requesting instruction as to the course of action to be adoptedand, and to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any written such instruction of the Certificateholdersreceived, the Owner Trustee shall not be liable liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV IV, and in accordance with the terms of the Basic Transaction Documents, the Certificateholders may may, by written instruction 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) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to lawlaw and a copy of such opinion has been provided to the Seller and the Servicer. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the CertificateholdersCertificateholders received, the Owner Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Trustee receives two or more sets of conflicting instructions, the Owner Trustee shall act on the instructions from the group of Certificateholders holding the largest Certificate Percentage Interest. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the Basic Transaction Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders may may, by written instruction 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) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to of record as of the Bond Insurer) preceding Record Date requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Certificateholderssuch Certificateholders received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders of record as of the preceding Record Date requesting instruction and, to the extent that the Owner Trustee acts in good faith in accordance with any such instruction received or, if instructed not to act, in good faith refrains from acting, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV Four and in accordance with the terms of the Basic Operative Documents, the Certificateholders Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders Owners pursuant to Article IVFour. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Operative Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Operative Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Operative Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Owners requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersOwners received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 [ ] days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Operative Documents, as it shall deem to be in the best interests of the CertificateholdersOwners, and the Owner Trustee and, subject to Section 7.01, shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Operative Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Owners requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within [ ] days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the Operative Documents, as it shall deem to be in the best interests of the Owners, and, subject to Section 7.01, shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV IV, and in accordance with the terms of the Basic Transaction Documents, the Certificateholders may may, by written instruction instruction, direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) Notwithstanding the foregoingSubject to Section 7.1, the Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Majority Certificateholders (or, if specifically required, all Certificateholders) received, the Owner Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the Basic Transaction Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation, at the request, order or direction of any Certificateholder or any other Person, unless such Certificateholder or such Person has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby, including such advances as the Owner Trustee shall reasonably request. (e) The Owner Trustee shall not be personally liable for any distribution made in accordance with the provisions set forth in Section 9.1(c).

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic DocumentsIV, the Security Insurer (so long as any Class A Notes are outstanding and an Insurer Default will not have occurred and be continuing) or the Majority Certificateholders may by written instruction (if an Insurer Default has occurred and is continuing or if no Class A Notes are outstanding) (the "Instructing Party") has the exclusive right to direct the actions of the Owner Trustee in the management of the Trust. Such direction may be exercised at The Instructing Party will ensure that such instructions are not inconsistent with the express terms set forth herein or in any time by written instruction of Basic Document. The Instructing Party will not instruct the Certificateholders pursuant to Article IVOwner Trustee in a manner inconsistent with the Basic Documents. (b) Notwithstanding the foregoing, the The Owner Trustee shall will not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have has reasonably determined, or shall have has been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, the Owner Trustee will promptly give notice (in such form as will be appropriate under the circumstances) to the Instructing Party requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party received, the Owner Trustee will not be liable on account of such action to any Person. If the Owner Trustee will not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but will be under no duty to, take or refrain from taking such action, not inconsistent with the Basic Documents, as it will deem to be in the event that best interests of the Certificateholders, and will have no liability to any Person for such action or inaction. (d) If the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that if this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly may give notice (in such form as shall will be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Instructing Party requesting instruction as to the course of action to be adoptedand, and to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any written such instruction of the Certificateholdersreceived, the Owner Trustee shall will not be liable liable, on account of such action or inaction, to any Person. If the Owner Trustee shall will not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall will be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the Basic Documents, as it shall will deem to be in the best interests of the Certificateholders, and the Owner Trustee shall will have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to this Article IV and in accordance with the terms of the Basic 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 this Article IV. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction instructions received from Holders of Certificates representing a majority of the CertificateholdersCertificate Percentage Interest thereof, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to this Article IV V and in accordance with the terms of the Basic Operative Documents, the Certificateholders Holder may by written instruction direct the Owner Trustee in the management of the Trust, but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders Holder pursuant to this Article IV.V. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Operative Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Operative Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic other Operative Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic other Operative Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall may promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Holder requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersHolder, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documentsany other Operative Document, as it shall deem to be in the best interests of the CertificateholdersHolder, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic DocumentsIV, the Certificateholders may may, by written instruction 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) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Certificateholders received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adoptedand, and to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any written such instruction of the Certificateholdersreceived, the Owner Trustee shall not be liable liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic Documentsthis Section 6.03, the Certificateholders Holders 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) Notwithstanding anything else contained in this Agreement to the foregoingcontrary, if (i) the Class D Trustee requests direction from the Trust or Owner Trustee, or should the Trust or the Owner Trustee be entitled to give direction to the Class D Trustee, with respect to action to be taken by the Class D Trustee with respect to the Pass Through Certificate or Class D Trust or (ii) the Trust has any voting right with the respect to the Pass Through Certificate, then the Trust or Owner Trustee, as appropriate, shall direct the Class D Trustee or exercise any such voting right as the Owner Trustee is instructed by (i) the Holder of the Series D-1 Beneficial Interest if the Series D-1 Certificate Principal Balance is greater than zero or (ii) Holders of a majority of the Notional Amount of Series D-2 Certificates if the Series D-1 Certificate Principal Balance is zero. (c) The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (cd) Whenever the Owner Trustee is required (i) unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic DocumentAgreement, or in the event that the Owner Trustee is (ii) unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, provision or (iii) in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Holders requesting instruction as to the course of action to be adoptedand, and to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any written such instruction received from Holders holding a Majority of the CertificateholdersNotional Amount, the Owner Trustee shall not be liable liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic DocumentsAgreement, as it shall deem to be in the best interests of the CertificateholdersHolders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time anytime by written instruction of the Certificateholders pursuant to Article IV. Without limiting the generality of the foregoing, the Owner Trustee shall act as directed by the Certificateholders in connection with Note redemptions requested by the Certificateholders, and shall take all actions and deliver all documents that the Trust is required to take and deliver in accordance with Section 4.01 and Article X of the Indenture in order to effect any redemption requested by the Certificateholders. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to and the Bond Insurer) Note Insurer requesting instruction from the Certificateholders as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersCertificateholders received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV V and in accordance with the terms of the Basic Transaction Documents, a Certificateholder or the Certificateholders Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) may by written instruction direct the Owner Trustee in the management of the Trust, but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of a Certificateholder or the Certificateholders Insurer pursuant to this Article IV.V. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic other Transaction Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic other Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall may promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adoptedadopted and, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersCertificateholders or the Insurer, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documentsany other Transaction Document, as it shall deem to be in the best interests of the CertificateholdersCertificateholders and the Insurer, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic DocumentsIV, the Security Insurer (so long as any Class A Notes are outstanding and an Insurer Default will not have occurred and be continuing) or the Majority Certificateholders may by written instruction (if an Insurer Default has occurred and is continuing or if no Class A Notes are outstanding) (the “Instructing Party”) has the exclusive right to direct the actions of the Owner Trustee in the management of the Trust. Such direction may be exercised at The Instructing Party will ensure that such instructions are not inconsistent with the express terms set forth herein or in any time by written instruction of Basic Document. The Instructing Party will not instruct the Certificateholders pursuant to Article IVOwner Trustee in a manner inconsistent with the Basic Documents. (b) Notwithstanding the foregoing, the The Owner Trustee shall will not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have has reasonably determined, or shall have has been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, the Owner Trustee will promptly give notice (in such form as will be appropriate under the circumstances) to the Instructing Party requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party received, the Owner Trustee will not be liable on account of such action to any Person. If the Owner Trustee will not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but will be under no duty to, take or refrain from taking such action, not inconsistent with the Basic Documents, as it will deem to be in the event that best interests of the Certificateholders, and will have no liability to any Person for such action or inaction. (d) If the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that if this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly may give notice (in such form as shall will be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Instructing Party requesting instruction as to the course of action to be adoptedand, and to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any written such instruction of the Certificateholdersreceived, the Owner Trustee shall will not be liable liable, on account of such action or inaction, to any Person. If the Owner Trustee shall will not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall will be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the Basic Documents, as it shall will deem to be in the best interests of the Certificateholders, and the Owner Trustee shall will have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders may may, by written instruction instruction, direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to of record as of the Bond Insurer) preceding Record Date requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Certificateholderssuch Certificateholders received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders of record as of the preceding Record Date requesting instruction and, to the extent that the Owner Trustee acts in good faith in accordance with any such instruction received or, if instructed not to act, in good faith refrains from acting, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic 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) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersCertificateholders and, so long as the Class VII-A Notes are outstanding, with the prior written consent of the Insurer, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and Four, in accordance with the terms of the Basic Documents, Transaction Documents the Certificateholders Owners 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) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic other Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic other Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic other Transaction Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Owners requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersOwners received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or and the Basic other Transaction Documents, as it shall deem to be in the best interests of the CertificateholdersOwners, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the applicability of any provision of this Agreement or any other Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or in incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Owners requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the other Transaction Documents, as it shall deem to be in the best interests of the Owners, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and IV, in accordance with the terms of the Basic Transaction Documents, the Certificateholders Owners 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) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic other Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or Trustee, is contrary to the terms hereof or of any Basic other Transaction Document or is otherwise contrary to lawRequirements of Law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic other Transaction Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Owners requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Owners received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances), it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement and the other Transaction Documents as it shall deem to be in the best interests of the Owners, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application applicability of any provision of this Trust Agreement or any Basic Document other Transaction Document, or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Owners requesting instruction as to the course of action to be adoptedand, and to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any written such instruction of the Certificateholdersreceived, the Owner Trustee shall not be liable liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) ), it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, other Transaction Documents as it shall deem to be in the best interests of the CertificateholdersOwners, and the Owner Trustee shall have no liability to any Person for such action or inaction. (e) Notwithstanding anything contained herein to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the registration with, licensing by or the taking of any other similar action in respect of, any state or other Governmental Authority of any jurisdiction other than the State of Delaware by or with respect to the Owner Trustee; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware being payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated in this Agreement. In the event that the Owner Trustee has determined that any action set forth in clauses (i)-(iii) will result in the consequences stated therein, the Servicer and the Owner Trustee shall appoint one or more Persons to act as co-trustee pursuant to Section 10.05.

Action upon Instruction. (a) Subject to this Article IV hereof and in accordance with the terms of the Basic Documents, the Certificateholders may may, by written instruction instruction, direct the Owner Trustee in with respect to the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to such Article IV. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Certificateholders, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the other Basic 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) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Certificateholders, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic 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. (ba) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (cb) Whenever the Owner Trustee is required to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Certificateholders, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time anytime by written instruction of the Certificateholders pursuant to Article IV. Without limiting the generality of the foregoing, the Owner Trustee shall act as directed by the Certificateholders in connection with Note redemptions requested by the Certificateholders, and shall take all actions and deliver all documents that the Trust is required to take and deliver in accordance with Section 4.01 and Article X of the Indenture in order to effect any redemption requested by the Certificateholders. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to and the Bond Insurer) Note Insurer requesting instruction from the Certificateholders as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersCertificateholders received, the Owner Trustee shall not be liable on account Account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV IV, and in accordance with the terms of the Basic Transaction Documents, the Certificateholders may may, by written instruction instruction, direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) Notwithstanding the foregoingSubject to Section 7.1, the Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Majority Certificateholders (or, if specifically required hereunder, all Certificateholders) received, the Owner Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the Basic Transaction Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to this Article IV and in accordance with the terms of the Basic 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 this Article IV. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Note Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersCertificateholders (with the consent of the Note Insurer), the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, the Noteholders and the Note Insurer, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic DocumentsIV, the Certificateholders may by written instruction Controlling Party shall have the exclusive right to direct the actions of the Owner Trustee in the management of the Trust. Such direction may be exercised at Issuer, so long as such instructions are not inconsistent with the express terms set forth herein or in any time by written instruction of the Certificateholders pursuant to Article IVTransaction Document. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic other Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or to cause the Owner Trustee to incur costs or expenses for which it has not received adequate assurance or indemnity pursuant to Section 7.1(c) or is contrary to the terms hereof or of any Basic other Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic other Transaction Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Residual Interestholders (and, prior to the Termination Date, the Controlling Party) requesting instruction from them as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Controlling Party received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Transaction Documents, as it shall deem to be in the best interests of the Residual Interestholders and the Controlling Party, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic other Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders Residual Interestholders (with a copy and prior to the Bond InsurerTermination Date, the Controlling Party) requesting instruction from them as to the course application of action to be adoptedsuch provision and, and to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any written such instruction of the CertificateholdersControlling Party received, the Owner Trustee shall not be liable liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the Basic other Transaction Documents, as it shall deem to be in the best interests of the CertificateholdersResidual Interestholders and the Controlling Party, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV IV, and in accordance with the terms of the Basic Transaction Documents, the Certificateholders may may, by written instruction instruction, direct the Owner Trustee or the Administrator in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. The Owner Trustee shall not be required to take any discretionary action to investigate or review any matter without direction from the Majority Certificateholders. Further, with respect to provisions hereunder that provide for instruction by the Certificateholders, for so long as all outstanding Certificates are Book-Entry Certificates, if the Owner Trustee shall have notified the Certificateholders in writing of a proposed action and within 15 Business Days of such notice none of the Certificateholders shall have notified the Owner Trustee in writing that such Certificateholder has withheld consent or provided alternative instruction, the Owner Trustee, in the place of Certificateholder instruction hereunder, may accept and rely on written instruction of the Administrator. If subsequently the Owner Trustee receives alternative written instruction from the Certificateholders, such subsequent instruction shall control. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, or more than one methodology can be used to make any determination or calculation to be performed by the Owner Trustee hereunder, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Certificateholders, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.the

Action upon Instruction. (a) Subject to Article IV Four and in accordance with the terms of the 2024-A Basic Documents, the Certificateholders (or, to the extent set forth in this Agreement, the Transferor) may by written instruction direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders or the Transferor, as applicable, pursuant to Article IVFour. In addition, the Administrator may direct the Owner Trustee in the management of the Issuer in accordance with Section 6.01 and the 2024-A Administration Agreement. In the absence of bad faith, the Owner Trustee shall have no liability for following any such instruction. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take or refrain from taking any action hereunder or under any other 2024-A Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result or inaction may involve the Owner Trustee in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other 2024-A Basic Document, Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other 2024-A Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of holders of Certificates evidencing at least 51% of the CertificateholdersCertificate Percentage Interests received or the Transferor, as applicable, received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the 2024-A Basic Documents, Documents as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) Notwithstanding the foregoing, the right of the Transferor or the Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture. (e) Except for those actions that the Owner Trustee is required to take hereunder without written direction, the Owner Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder or under any 2024-A Basic Document that requires written direction in the absence of such written direction as provided hereunder regardless of the consequences of the failure to take such action.

Action upon Instruction. (a) Subject to Article IV Four and in accordance with the terms of the 2021-B Basic Documents, the Certificateholders (or, to the extent set forth in this Agreement, the Transferor) may by written instruction direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders or the Transferor, as applicable, pursuant to Article IVFour. In addition, the Administrator may direct the Owner Trustee in the management of the Issuer in accordance with Section 6.01 and the 2021-B Administration Agreement. In the absence of bad faith, the Owner Trustee shall have no liability for following any such instruction. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take or refrain from taking any action hereunder or under any other 2021-B Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result or inaction may involve the Owner Trustee in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other 2021-B Basic Document, Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other 2021-B Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of holders of Certificates evidencing at least 51% of the CertificateholdersCertificate Percentage Interests received or the Transferor, as applicable, received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the 2021-B Basic Documents, Documents as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) Notwithstanding the foregoing, the right of the Transferor or the Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture. (e) Except for those actions that the Owner Trustee is required to take hereunder without written direction, the Owner Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder or under any 2021-B Basic Document that requires written direction in the absence of such written direction as provided hereunder regardless of the consequences of the failure to take such action.

Action upon Instruction. (a) Subject to Article IV Four and in accordance with the terms of the 2024-B Basic Documents, the Certificateholders (or, to the extent set forth in this Agreement, the Transferor) may by written instruction direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders or the Transferor, as applicable, pursuant to Article IVFour. In addition, the Administrator may direct the Owner Trustee in the management of the Issuer in accordance with Section 6.01 and the 2024-B Administration Agreement. In the absence of bad faith, the Owner Trustee shall have no liability for following any such instruction. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take or refrain from taking any action hereunder or under any other 2024-B Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result or inaction may involve the Owner Trustee in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other 2024-B Basic Document, Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other 2024-B Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of holders of Certificates evidencing at least 51% of the CertificateholdersCertificate Percentage Interests received or the Transferor, as applicable, received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the 2024-B Basic Documents, Documents as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) Notwithstanding the foregoing, the right of the Transferor or the Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture. (e) Except for those actions that the Owner Trustee is required to take hereunder without written direction, the Owner Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder or under any 2024-B Basic Document that requires written direction in the absence of such written direction as provided hereunder regardless of the consequences of the failure to take such action.

Action upon Instruction. (a) Subject to Article IV Four and in accordance with the terms of the 2012-A Basic Documents, the Certificateholders (or, to the extent set forth in this Agreement, the Transferor) may by written instruction direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders or the Transferor, as applicable, pursuant to Article IVFour. In addition, the Administrator may direct the Owner Trustee in the management of the Issuer in accordance with Section 6.01 and the 2012-A Administration Agreement. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any other 2012-A Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other 2012-A Basic Document, Documents or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other 2012-A Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of holders of Certificates evidencing at least 51% of the CertificateholdersCertificate Percentage Interest received or the Transferor, as applicable, received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the 2012-A Basic Documents, Documents as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) Notwithstanding the foregoing, the right of the Transferor or the Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture.

Action upon Instruction. (a) Subject to Article IV Four and in accordance with the terms of the 2018-B Basic Documents, the Certificateholders (or, to the extent set forth in this Agreement, the Transferor) may by written instruction direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders or the Transferor, as applicable, pursuant to Article IVFour. In addition, the Administrator may direct the Owner Trustee in the management of the Issuer in accordance with Section 6.01 and the 2018-B Administration Agreement. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any other 2018-B Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other 2018-B Basic Document, Documents or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other 2018-B Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of holders of Certificates evidencing at least 51% of the CertificateholdersCertificate Percentage Interest received or the Transferor, as applicable, received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the 2018-B Basic Documents, Documents as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) Notwithstanding the foregoing, the right of the Transferor or the Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture.

Action upon Instruction. (a) Subject to Article IV Four and in accordance with the terms of the 2018-A Basic Documents, the Certificateholders (or, to the extent set forth in this Agreement, the Transferor) may by written instruction direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders or the Transferor, as applicable, pursuant to Article IVFour. In addition, the Administrator may direct the Owner Trustee in the management of the Issuer in accordance with Section 6.01 and the 2018-A Administration Agreement. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any other 2018-A Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other 2018-A Basic Document, Documents or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other 2018-A Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of holders of Certificates evidencing at least 51% of the CertificateholdersCertificate Percentage Interest received or the Transferor, as applicable, received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the 2018-A Basic Documents, Documents as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) Notwithstanding the foregoing, the right of the Transferor or the Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture.

Action upon Instruction. (a) Subject to this Article IV and in accordance with the terms of the Basic 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 this Article IV. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond InsurerCredit Enhancer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction instructions received from Holders of Certificates representing a majority of the CertificateholdersSecurity Balance thereof, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.[NY01:241702.4] 16069-00382 12/19/96 10:59pm 15

Action upon Instruction. (a) Subject to Article IV Four and in accordance with the terms of the 2023-A Basic Documents, the Certificateholders (or, to the extent set forth in this Agreement, the Transferor) may by written instruction direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders or the Transferor, as applicable, pursuant to Article IVFour. In addition, the Administrator may direct the Owner Trustee in the management of the Issuer in accordance with Section 6.01 and the 2023-A Administration Agreement. In the absence of bad faith, the Owner Trustee shall have no liability for following any such instruction. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take or refrain from taking any action hereunder or under any other 2023-A Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result or inaction may involve the Owner Trustee in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other 2023-A Basic Document, Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other 2023-A Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of holders of Certificates evidencing at least 51% of the CertificateholdersCertificate Percentage Interests received or the Transferor, as applicable, received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the 2023-A Basic Documents, Documents as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) Notwithstanding the foregoing, the right of the Transferor or the Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture. (e) Except for those actions that the Owner Trustee is required to take hereunder without written direction, the Owner Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder or under any 2023-A Basic Document that requires written direction in the absence of such written direction as provided hereunder regardless of the consequences of the failure to take such action.

Action upon Instruction. (a) Subject to Article IV Four and in accordance with the terms of the 2016-B Basic Documents, the Certificateholders (or, to the extent set forth in this Agreement, the Transferor) may by written instruction direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders or the Transferor, as applicable, pursuant to Article IVFour. In addition, the Administrator may direct the Owner Trustee in the management of the Issuer in accordance with Section 6.01 and the 2016-B Administration Agreement. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any other 2016-B Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other 2016-B Basic Document, Documents or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other 2016-B Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of holders of Certificates evidencing at least 51% of the CertificateholdersCertificate Percentage Interest received or the Transferor, as applicable, received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the 2016-B Basic Documents, Documents as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) Notwithstanding the foregoing, the right of the Transferor or the Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture.

Action upon Instruction. (a) Subject to Article IV IV, and in accordance with the terms of the Basic Transaction Documents, the Certificateholders may may, by written instruction instruction, direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) Notwithstanding the foregoingSubject to Section 7.1, the Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Majority Certificateholders (or, if specifically required, all Certificateholders) received, the Owner Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the Basic Transaction Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation, at the request, order or direction of any Certificateholder or any other Person, unless such Certificateholder or such Person has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby, including such advances as the Owner Trustee shall reasonably request.

Action upon Instruction. (a) Subject to this Article IV and in accordance with the terms of the Basic 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 this Article IV. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its applicationapplica- tion, or is, or appears to be, in conflict with any other applicable appli- cable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersCertificateholders (with the consent of the Bond Insurer), the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, the Bondholders and the Bond Insurer, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms IV, Certificateholders evidencing more than 50% of the Basic DocumentsCertificate Balance may, the Certificateholders may by written instruction 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) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of factsDocument, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction given by Certificateholders evidencing more than 50% of the CertificateholdersCertificate Balance, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interest of the Certificateholders, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, Certificateholders and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV Four and in accordance with the terms of the 2020-B Basic Documents, the Certificateholders (or, to the extent set forth in this Agreement, the Transferor) may by written instruction direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders or the Transferor, as applicable, pursuant to Article IVFour. In addition, the Administrator may direct the Owner Trustee in the management of the Issuer in accordance with Section 6.01 and the 2020-B Administration Agreement. In the absence of bad faith, the Owner Trustee shall have no liability for following any such instruction. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take or refrain from taking any action hereunder or under any other 2020-B Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result or inaction may involve the Owner Trustee in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other 2020-B Basic Document, Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other 2020-B Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of holders of Certificates evidencing at least 51% of the CertificateholdersCertificate Percentage Interests received or the Transferor, as applicable, received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the 2020-B Basic Documents, Documents as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) Notwithstanding the foregoing, the right of the Transferor or the Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture. (e) Except for those actions that the Owner Trustee is required to take hereunder without written direction, the Owner Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder or under any 2020-B Basic Document that requires written direction in the absence of such written direction as provided hereunder regardless of the consequences of the failure to take such action.

Action upon Instruction. (a) Subject to Article IV IV, and in accordance with the terms of the Basic Transaction Documents, the Certificateholders may may, by written instruction instruction, direct the Owner Trustee or the Administrator in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. The Owner Trustee shall not be required to take any discretionary action to investigate or review any matter without direction from the Majority Certificateholders. Further, with respect to provisions hereunder that provide for instruction by the Certificateholders, for so long as all outstanding Certificates are Book-Entry Certificates, if the Owner Trustee shall have notified the Certificateholders in writing of a proposed action and within 15 Business Days of such notice none of the Certificateholders shall have notified the Owner Trustee in writing that such Certificateholder has withheld consent or provided alternative instruction, the Owner Trustee, in the place of Certificateholder instruction hereunder, may accept and rely on written instruction of the Administrator. If subsequently the Owner Trustee receives alternative written instruction from the Certificateholders with respect to such matter, such subsequent instruction shall control unless the Owner Trustee has already acted at the instruction of the Administrator with respect to such matter. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, or more than one methodology can be used to make any determination or calculation to be performed by the Owner Trustee hereunder, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Majority Certificateholders (or, if specifically required hereunder, all Certificateholders) received, the Owner Trustee shall not be liable on account of such action or inaction to any Person. 27 Amended and Restated Trust Agreement (SDART 2023-5) If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such any action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. For the avoidance of doubt, the Owner Trustee shall be fully protected by the indemnification provisions applicable to it under this Agreement in connection with any action the Owner Trustee takes or refrains from taking in accordance with this paragraph.

Action upon Instruction. (a) Subject to Article IV and ARTICLE FOUR, in accordance with the terms of the Basic Documents, Transaction Documents the Certificateholders Holders 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) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic other Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic other Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic other Transaction Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Holders requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersHolders received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or and the Basic other Transaction Documents, as it shall deem to be in the best interests of the CertificateholdersHolders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the applicability of any provision of this Agreement or any other Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or in incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Holders requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the other Transaction Documents, as it shall deem to be in the best interests of the Holders, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and Four hereof, in accordance with the terms of the Basic Transaction Documents, the Certificateholders Owner 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) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic other Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document other Transaction Documents or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic other Transaction Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to Owner and the Bond Insurer) Residual Interest Owner requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersOwner and the Residual Interest Owner received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or and the Basic other Transaction Documents, as it shall deem to be in the best interests of the CertificateholdersOwner and the Residual Interest Owner, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the applicability of any provision of this Agreement or any other Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Owner and the Residual Interest Owner requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the other Transaction Documents, as it shall deem to be in the best interests of the Owner and the Residual Interest Owner, and shall have no liability to any Person for such action or inaction. (e) Notwithstanding anything contained herein to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the registration with, licensing by or the taking of any other similar action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware by or with respect to the Owner Trustee; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or an political subdivisions thereof in existence on the date hereof other than the State of Delaware being payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated in this Agreement. In the event that the Owner Trustee has determined that any action set forth in clauses (i) through (iii) above will result in the consequences stated therein, the Owner Trustee shall appoint one or more Persons to act as co-trustee pursuant to Section 10.05.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Note Insurer or 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 or the Note Insurer pursuant to Article IV. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Certificateholders, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV IV, and except as provided in accordance with the terms last sentence of the Basic Documentsthis paragraph, the Certificateholders may by written instruction Board of Trustees (the “Instructing Party”) shall have the exclusive right to direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent with the express terms set forth herein or in any other Basic Document. Such direction The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the other Basic Documents, except that the Instructing Party may instruct the Owner Trustee to waive notice periods set forth herein or in the other Basic Documents provided that the party or parties entitled to receive such notice consents to such waiver or join in such instruction. Notwithstanding anything to the contrary herein, in connection with the dissolution and winding up of the Trust following payment in full of the Notes or other liquidation or final settlement of the last outstanding Loan (including the purchase by the Servicer at its option of the corpus of the Trust as described in Section 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Loans as provided in the Basic Documents and the satisfaction and discharge of the Indenture pursuant to Section 9.1(a), the Certificateholders may be exercised at the Instructing Party. To the extent the Owner Trustee acts in good faith in accordance with any time by written instruction of the Certificateholders pursuant Instructing Party received by it, the Owner Trustee shall not be liable on account of such action to Article IVany Person. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of factsDocument, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Instructing Party requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersInstructing Party received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction absent gross negligence or willful misconduct. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee has not received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction, absent gross negligence or willful misconduct.

Action upon Instruction. (a) Subject to Article IV Four and in accordance with the terms of the 2021-A Basic Documents, the Certificateholders (or, to the extent set forth in this Agreement, the Transferor) may by written instruction direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders or the Transferor, as applicable, pursuant to Article IVFour. In addition, the Administrator may direct the Owner Trustee in the management of the Issuer in accordance with Section 6.01 and the 2021-A Administration Agreement. In the absence of bad faith, the Owner Trustee shall have no liability for following any such instruction. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take or refrain from taking any action hereunder or under any other 2021-A Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result or inaction may involve the Owner Trustee in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other 2021-A Basic Document, Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other 2021-A Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of holders of Certificates evidencing at least 51% of the CertificateholdersCertificate Percentage Interests received or the Transferor, as applicable, received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the 2021-A Basic Documents, Documents as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) Notwithstanding the foregoing, the right of the Transferor or the Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture. (e) Except for those actions that the Owner Trustee is required to take hereunder without written direction, the Owner Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder or under any 2021-A Basic Document that requires written direction in the absence of such written direction as provided hereunder regardless of the consequences of the failure to take such action.

Action upon Instruction. (a) Subject to Article IV IV, Section 7.01 and in accordance with the terms of the Basic Documents, the Certificateholders holders of the Trust Certificates may by written instruction direct the Owner Eligible Lender Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders holders of the Trust Certificates pursuant to Article IV. (b) Notwithstanding the foregoing, the Owner The Eligible Lender Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Eligible Lender Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Eligible Lender Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) Whenever the Owner Eligible Lender Trustee is required unable to decide determine the appropriate course of action between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Eligible Lender Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to holders of the Bond Insurer) Trust Certificates requesting instruction as to the course of action to be adopted, and to the extent the Owner Eligible Lender Trustee acts in good faith in accordance with any written instruction of the Certificateholdersholders of the Trust Certificates received, the Owner Eligible Lender Trustee shall not be liable on account of such action to any Person. If the Owner Eligible Lender Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholdersholders of the Trust Certificates, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) In the event that the Eligible Lender Trustee is unsure as to the application of any provision of this Trust Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Eligible Lender Trustee or is silent or is incomplete as to the course of action that the Eligible Lender Trustee is required to take with respect to a particular set of facts, the Eligible Lender Trustee may give notice (in such form as shall be appropriate under the circumstances) to the holders of the Trust Certificates requesting instruction and, to the extent that the Eligible Lender Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Eligible Lender Trustee shall not be liable, on account of such action or inaction, to any Person. If the Eligible Lender Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Trust Agreement or the other Basic Documents, as it shall deem to be in the best interests of the holders of the Trust Certificates, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject In respect of the Grantor Trust Trustee’s or the Administrator’s management of the Grantor Trust, respectively, subject to Article IV IV, and in accordance with the terms of the Basic Transaction Documents, the Grantor Trust Certificateholders may may, by written instruction instruction, direct the Owner Grantor Trust Trustee or the Administrator in the management of the Grantor Trust. Such direction may be exercised at any time by written instruction of the Grantor Trust Certificateholders pursuant to Article IV. The Grantor Trust Trustee shall not be required to take any discretionary action to investigate or review any matter without written direction from the Majority Grantor Trust Certificateholders. Further, with respect to provisions hereunder that provide for instruction by the Grantor Trust Certificateholders, if the Grantor Trust Trustee shall have notified the Grantor Trust Certificateholders in writing of a proposed action and within fifteen (15) Business Days of such notice none of the Grantor Trust Certificateholders shall have notified the Grantor Trust Trustee in writing that such Grantor Trust Certificateholder has withheld consent or provided alternative instruction, the Grantor Trust Trustee, in the place of Grantor Trust Certificateholder instruction hereunder, may accept and rely on written instruction of the Administrator. If subsequently the Grantor Trust Trustee receives alternative written instruction from the Grantor Trust Certificateholders, such subsequent instruction shall control, unless the Grantor Trust Trustee has already acted at the instruction of the Administrator with respect to such matter. (b) Notwithstanding the foregoing, the Owner The Grantor Trust Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Grantor Trust Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Grantor Trust Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Grantor Trust Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Grantor Trust Trustee or is silent or is incomplete as to the course of action that the Owner Grantor Trust Trustee is required to take with respect to a particular set of facts, or more than one methodology can be used to make any determination or calculation to be performed by the Owner Grantor Trust Trustee hereunder, the Grantor Trust Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Grantor Trust Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Grantor Trust Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Majority Grantor Trust Certificateholders (or, if specifically required hereunder, all Grantor Trust Certificateholders) received, the Owner Grantor Trust Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Grantor Trust Trustee shall not have received appropriate instruction within 10 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such any action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. For the avoidance of doubt, the Grantor Trust Trustee shall be fully protected by the indemnification provisions applicable to it under this Agreement in connection with any action the Grantor Trust Trustee takes or refrains from taking in accordance with this Section 6.3.

Action upon Instruction. (a) Subject to Article IV Four and in accordance with the terms of the 2020-A Basic Documents, the Certificateholders (or, to the extent set forth in this Agreement, the Transferor) may by written instruction direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders or the Transferor, as applicable, pursuant to Article IVFour. In addition, the Administrator may direct the Owner Trustee in the management of the Issuer in accordance with Section 6.01 and the 2020-A Administration Agreement. In the absence of bad faith, the Owner Trustee shall have no liability for following any such instruction. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take or refrain from taking any action hereunder or under any other 2020-A Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result or inaction may involve the Owner Trustee in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other 2020-A Basic Document, Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other 2020-A Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of holders of Certificates evidencing at least 51% of the CertificateholdersCertificate Percentage Interests received or the Transferor, as applicable, received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the 2020-A Basic Documents, Documents as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) Notwithstanding the foregoing, the right of the Transferor or the Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture. (e) Except for those actions that the Owner Trustee is required to take hereunder without written direction, the Owner Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder or under any 2020-A Basic Document that requires written direction in the absence of such written direction as provided hereunder regardless of the consequences of the failure to take such action.

Action upon Instruction. (a) Subject to Article IV IV, and in accordance with the terms of the Basic Transaction Documents, the Certificateholders may may, by written instruction instruction, direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) Notwithstanding the foregoingSubject to Section 7.1, the Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Majority Certificateholders (or, if specifically required, all Certificateholders) received, the Owner Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the Basic Transaction Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation, at the request, order or direction of any Certificateholder or any other Person, unless such Certificateholder or such Person has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby, including such advances as the Owner Trustee shall reasonably request. (e) The Owner Trustee shall not be personally liable for any distribution made in accordance with the provisions set forth in Section 9.1(c).

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders Certificateholder 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 Certificateholder pursuant to Article IV. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Certificateholder requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Certificateholders, the Owner Trustee shall not be liable on account of such action to any PersonCertificateholder. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the CertificateholdersCertificateholder, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to this Article IV and Section 11.13 of this Trust Agreement and in accordance with the terms of the Basic 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 this Article IV. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction instructions received from Certificateholders of Certificates representing a majority of the Certificateholdersaggregate Certificate Percentage Interest of each Class of Certificates, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV IV, and in accordance with the terms of the Basic Transaction Documents, the Certificateholders may may, by written instruction instruction, direct the Owner Trustee or the Administrator in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. The Owner Trustee shall not be required to take any discretionary action to investigate or review any matter without direction from the Majority Certificateholders. Further, with respect to provisions hereunder that provide for instruction by the Certificateholders, for so long as all outstanding Certificates are Book-Entry Certificates, if the Owner Trustee shall have 27 Amended and Restated Trust Agreement (SDART 2020-2) notified the Certificateholders in writing of a proposed action and within 15 Business Days of such notice none of the Certificateholders shall have notified the Owner Trustee in writing that such Certificateholder has withheld consent or provided alternative instruction, the Owner Trustee, in the place of Certificateholder instruction hereunder, may accept and rely on written instruction of the Administrator. If subsequently the Owner Trustee receives alternative written instruction from the Certificateholders with respect to such matter, such subsequent instruction shall control unless the Owner Trustee has already acted at the instruction of the Administrator with respect to such matter. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, or more than one methodology can be used to make any determination or calculation to be performed by the Owner Trustee hereunder, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Majority Certificateholders (or, if specifically required hereunder, all Certificateholders) received, the Owner Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such any action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. For the avoidance of doubt, the Owner Trustee shall be fully protected by the indemnification provisions applicable to it under this Agreement in connection with any action the Owner Trustee takes or refrains from taking in accordance with this paragraph.

Action upon Instruction. (a) Subject to this Article IV V and in accordance with the terms of the Basic DocumentsOperative Agreements, the Certificateholders Holder may by written instruction direct the Owner Trustee in the management of the Trust, but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders Holder pursuant to this Article IV.V. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document Operative Agreement if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document Operative Agreement or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Documentother Operative Agreement, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document other Operative Agreement or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall may promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Holder requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersHolder, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 [10] days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documentsany other Operative Agreement, as it shall deem to be in the best interests of the CertificateholdersHolder, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV V and in accordance with the terms of the Basic Operative 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.V. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Operative Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Operative Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Operative Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Operative Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersCertificateholders received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Owners Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Operative Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV Four and in accordance with the terms of the 2017-A Basic Documents, the Certificateholders (or, to the extent set forth in this Agreement, the Transferor) may by written instruction direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders or the Transferor, as applicable, pursuant to Article IVFour. In addition, the Administrator may direct the Owner Trustee in the management of the Issuer in accordance with Section 6.01 and the 2017-A Administration Agreement. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any other 2017-A Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other 2017-A Basic Document, Documents or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other 2017-A Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of holders of Certificates evidencing at least 51% of the CertificateholdersCertificate Percentage Interest received or the Transferor, as applicable, received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the 2017-A Basic Documents, Documents as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) Notwithstanding the foregoing, the right of the Transferor or the Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic DocumentsIV, the Certificateholders may evidencing Percentage Interests aggregating more than 50% may, by written instruction 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) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of factsDocument, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Certificateholdersgiven by Certificateholders evidencing Percentage Interests aggregating more than 50%, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interest of the Certificateholders, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, Certificateholders and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV IV, and in accordance with the terms of the Basic Transaction Documents, the Certificateholders may may, by written instruction instruction, direct the Owner Trustee or the Administrator in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. The Owner Trustee shall not be required to take any discretionary action to investigate or review any matter without direction from the Majority Certificateholders. Further, with respect to provisions hereunder that provide for instruction by the Certificateholders, for so long as all outstanding Certificates are Book-Entry Certificates, if the Owner Trustee shall have notified the Certificateholders in writing of a proposed action and within 15 Business Days of such notice none of the Certificateholders shall have notified the Owner Trustee in writing that such Certificateholder has withheld consent or provided alternative instruction, the Owner Trustee, in the place of Certificateholder instruction hereunder, may accept and rely on written instruction of the Administrator. If subsequently the Owner Trustee receives alternative written instruction from the Certificateholders with respect to such matter, such subsequent instruction shall control unless the Owner Trustee has already acted at the instruction of the Administrator with respect to such matter. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, or more than one methodology can be used to make any determination or calculation to be performed by the Owner Trustee hereunder, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Majority Certificateholders (or, if specifically required hereunder, all Certificateholders) received, the Owner Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such any action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.. For the avoidance of doubt, the Owner Trustee shall be fully protected by the indemnification provisions applicable to it under this Agreement in connection with any action the Owner Trustee takes or refrains from taking in accordance with this paragraph. 28 Second Amended and Restated Trust Agreement (SDART 2023-2)

Action upon Instruction. (a) Subject to Article IV V and in accordance with the terms of the Basic DocumentsOperative Agreements, the Certificateholders a Holder may by written instruction direct the Owner Trustee in the management of the Trust, but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders a Holder pursuant to this Article IV.V. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document Operative Agreement if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document Operative Agreement or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Documentother Operative Agreement, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document other Operative Agreement or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall may promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Holders requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersHolders, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documentsany other Operative Agreement, as it shall deem to be in the best interests of the CertificateholdersHolders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV Four and in accordance with the terms of the 2016-A Basic Documents, the Certificateholders (or, to the extent set forth in this Agreement, the Transferor) may by written instruction direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders or the Transferor, as applicable, pursuant to Article IVFour. In addition, the Administrator may direct the Owner Trustee in the management of the Issuer in accordance with Section 6.01 and the 2016-A Administration Agreement. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any other 2016-A Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other 2016-A Basic Document, Documents or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other 2016-A Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of holders of Certificates evidencing at least 51% of the CertificateholdersCertificate Percentage Interest received or the Transferor, as applicable, received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the 2016-A Basic Documents, Documents as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) Notwithstanding the foregoing, the right of the Transferor or the Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture.

Action upon Instruction. (a) Subject to Article IV Four and in accordance with the terms of the 2019-B Basic Documents, the Certificateholders (or, to the extent set forth in this Agreement, the Transferor) may by written instruction direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders or the Transferor, as applicable, pursuant to Article IVFour. In addition, the Administrator may direct the Owner Trustee in the management of the Issuer in accordance with Section 6.01 and the 2019-B Administration Agreement. In the absence of bad faith, the Owner Trustee shall have no liability for following any such instruction. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take or refrain from taking any action hereunder or under any other 2019-B Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result or inaction may involve the Owner Trustee in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other 2019-B Basic Document, Documents or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other 2019-B Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of holders of Certificates evidencing at least 51% of the CertificateholdersCertificate Percentage Interest received or the Transferor, as applicable, received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the 2019-B Basic Documents, Documents as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) Notwithstanding the foregoing, the right of the Transferor or the Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture. (e) Except for those actions that the Owner Trustee is required to take hereunder without written direction, the Owner Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder or under any 2019-B Basic Document that requires written direction in the absence of such written direction as provided hereunder regardless of the consequences of the failure to take such action.

Action upon Instruction. (a) Subject to Article IV IV, Section 7.1 and in accordance with the terms of the Basic Documents, the Certificateholders may by written instruction direct the Owner Eligible Lender Trustee in the management of the Trust, subject to the Surety Provider's approval. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV, subject to the Surety Provider's approval. (b) Notwithstanding the foregoing, the Owner The Eligible Lender Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Eligible Lender Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Eligible Lender Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) Whenever the Owner Eligible Lender Trustee is required unable to decide determine the appropriate course of action between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Eligible Lender Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Eligible Lender Trustee acts in good faith in accordance with any written instruction received from the Certificateholders of Certificates evidencing not less than 50.1% of the CertificateholdersCertificate Balance at the time of delivery of such instructions, the Owner Eligible Lender Trustee shall not be liable on account of such action to any Person. If the Owner Eligible Lender Trustee shall not have received appropriate instruction within 10 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) If the Eligible Lender Trustee is unsure as to the application of any provision of this Agreement or any other Basic Document or any agreement entered into by the Eligible Lender Trustee on behalf of the Trust or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or if this Agreement permits any determination by the Eligible Lender Trustee or is silent or is incomplete as to the course of action that the Eligible Lender Trustee is required to take with respect to a particular set of facts, the Eligible Lender Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction and, to the extent that the Eligible Lender Trustee acts or refrains from acting in good faith in accordance with any such instruction received from Certificateholders evidencing not less than 50.1% of the Certificate Balance at the time of delivery of such instructions, the Eligible Lender Trustee shall not be liable, on account of such action or inaction, to any Person. If the Eligible Lender Trustee shall not have received appropriate instruction within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Basic Documents or such other agreements, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV V and in accordance with the terms of the Basic Transaction Documents, a Certificateholder or the Certificateholders Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) may by written instruction direct the Owner Trustee in the management of the Trust, but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of a Certificateholder or the Certificateholders Insurer pursuant to this Article IV.V. (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic other Transaction Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic other Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall may promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to and the Bond Insurer) Insurer requesting instruction as to the course of action to be adoptedadopted and, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersCertificateholders or the Insurer, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documentsany other Transaction Document, as it shall deem to be in the best interests of the CertificateholdersCertificateholders and the Insurer, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV IV, [the Security Insurer (so long as any Class A Notes are outstanding and in accordance with an Insurer Default will not have occurred and be continuing) or] the terms Majority Certificateholders (if an Insurer Default has occurred and is continuing or if no Class A Notes are outstanding) (the "Instructing Party") has the exclusive right to direct the actions of the Basic Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at The Instructing Party will ensure that such instructions are not inconsistent with the express terms set forth herein or in any time by written instruction of Basic Document. The Instructing Party will not instruct the Certificateholders pursuant to Article IVOwner Trustee in a manner inconsistent with the Basic Documents. (b) Notwithstanding the foregoing, the The Owner Trustee shall will not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have has reasonably determined, or shall have has been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, the Owner Trustee will promptly give notice (in such form as will be appropriate under the circumstances) to the Instructing Party requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party received, the Owner Trustee will not be liable on account of such action to any Person. If the Owner Trustee will not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but will be under no duty to, take or refrain from taking such action, not inconsistent with the Basic Documents, as it will deem to be in the event that best interests of the Certificateholders, and will have no liability to any Person for such action or inaction. (d) If the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that if this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly may give notice (in such form as shall will be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Instructing Party requesting instruction as to the course of action to be adoptedand, and to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any written such instruction of the Certificateholdersreceived, the Owner Trustee shall will not be liable liable, on account of such action or inaction, to any Person. If the Owner Trustee shall will not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall will be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the Basic Documents, as it shall will deem to be in the best interests of the Certificateholders, and the Owner Trustee shall will have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV Four and in accordance with the terms of the 2019-A Basic Documents, the Certificateholders (or, to the extent set forth in this Agreement, the Transferor) may by written instruction direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders or the Transferor, as applicable, pursuant to Article IVFour. In addition, the Administrator may direct the Owner Trustee in the management of the Issuer in accordance with Section 6.01 and the 2019-A Administration Agreement. In the absence of bad faith, the Owner Trustee shall have no liability for following any such instruction. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take or refrain from taking any action hereunder or under any other 2019-A Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result or inaction may involve the Owner Trustee in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other 2019-A Basic Document, Documents or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other 2019-A Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of holders of Certificates evidencing at least 51% of the CertificateholdersCertificate Percentage Interest received or the Transferor, as applicable, received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the 2019-A Basic Documents, Documents as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) Notwithstanding the foregoing, the right of the Transferor or the Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture. (e) Except for those actions that the Owner Trustee is required to take hereunder without written direction, the Owner Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder or under any 2019-A Basic Document that requires written direction in the absence of such written direction as provided hereunder regardless of the consequences of the failure to take such action.

Action upon Instruction. (a) Subject to Article IV IV, Section 7.01 and in accordance with the terms of the Basic Documents, the Certificateholders holder of the Trust Certificate may by written instruction direct the Owner Eligible Lender Trustee in the management of the TrustTrust (and with respect to any action affecting the Group II Notes and provided that for so long as no Securities Insurer Default has occurred and is continuing, the consent of the Securities Insurer will be required in connection with each such instruction). Such direction may be exercised at any time by written instruction of the Certificateholders holder of the Trust Certificate pursuant to Article IV. (ba) Notwithstanding the foregoing, the Owner The Eligible Lender Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Eligible Lender Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Eligible Lender Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (cb) Whenever the Owner Eligible Lender Trustee is required unable to decide determine the appropriate course of action between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Eligible Lender Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders holder of the Trust Certificate and (with a copy respect to any action affecting the Group II Notes and so long as no Securities Insurer Default has occurred and is continuing) to the Bond Insurer) Securities Insurer requesting instruction as to the course of action to be adopted, and to the extent the Owner Eligible Lender Trustee acts in good faith in accordance with any written instruction received from the holder of the CertificateholdersTrust Certificate and (with respect to any action affecting the Group II Notes and so long as no Securities Insurer Default has occurred and is continuing) as consented to by the Securities Insurer, the Owner Eligible Lender Trustee shall not be liable on account of such action to any Person. If the Owner Eligible Lender Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholdersholder of the Trust Certificate, and the Owner Trustee shall have no liability to any Person for such action or inaction. (c) In the event that the Eligible Lender Trustee is unsure as to the application of any provision of this Trust Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Eligible Lender Trustee or is silent or is incomplete as to the course of action that the Eligible Lender Trustee is required to take with respect to a particular set of facts, the Eligible Lender Trustee may give notice (in such form as shall be appropriate under the circumstances) to the holder of the Trust Certificate and (with respect to any action affecting the Group II Notes and so long as no Securities Insurer Default has occurred and is continuing) the Securities Insurer requesting instruction and, to the extent that the Eligible Lender Trustee acts or refrains from acting in good faith in accordance with any such instruction received from the holder of the Trust Certificate, and (with respect to any action affecting the Group II Notes and so long as no Securities Insurer Default has occurred and is continuing) as consented to by the Securities Insurer, the Eligible Lender Trustee shall not be liable, on account of such action or inaction, to any Person. If the Eligible Lender Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Trust Agreement or the other Basic Documents, as it shall deem to be in the best interests of the holder of the Trust Certificate, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV IV, and in accordance with the terms of the Basic Transaction Documents, the Certificateholders may may, by written instruction instruction, direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) Notwithstanding the foregoingSubject to Section 7.1, the Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law.. 708333927 14443670 11 Amended and Restated Trust Agreement (USAA 2014-1) (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the CertificateholdersCertificateholders received, the Owner Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the Basic Transaction Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation, at the request, order or direction of any Certificateholder or any other Person, unless such Certificateholder or such Person has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby, including such advances as the Owner Trustee shall reasonably request.

Action upon Instruction. (a) Subject to Article IV IV, and in accordance with the terms of the Basic Transaction Documents, the Certificateholders may Residual Interestholder may, by written instruction instruction, direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders Residual Interestholder pursuant to Article IV. (b) Notwithstanding the foregoingSubject to Section 7.1, the Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) Residual Interestholder requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the CertificateholdersResidual Interestholder received, the Owner Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Trust Agreement or the Basic Transaction Documents, as it shall deem to be in the best interests of the CertificateholdersResidual Interestholder, and the Owner Trustee shall have no liability to any Person for such action or inaction.. 12 Amended and Restated

Action upon Instruction. (a) Subject to Article IV IV, and in accordance with the terms of the Basic Transaction Documents, the Certificateholders may may, by written instruction instruction, direct the Owner Trustee or the Administrator in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. The Owner Trustee shall not be required to take any discretionary action to investigate or review any matter without direction from the Majority Certificateholders. Further, with respect to provisions hereunder that provide for instruction by the Certificateholders, for so long as all outstanding Certificates are Book-Entry Certificates, if the Owner Trustee shall have notified the Certificateholders in writing of a proposed action and within 15 Business Days of such notice none of the Certificateholders shall have notified the Owner Trustee in writing that such Certificateholder has withheld consent or provided alternative instruction, the Owner Trustee, in the place of Certificateholder instruction hereunder, may accept and rely on written instruction of the Administrator. If subsequently the Owner Trustee receives alternative written instruction from the Certificateholders with respect to such matter, such subsequent instruction shall control unless the Owner Trustee has already acted at the instruction of the Administrator with respect to such matter. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, or more than one methodology can be used to make any determination or calculation to be performed by the Owner Trustee hereunder, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Majority Certificateholders (or, if specifically required hereunder, all Certificateholders) received, the Owner Trustee shall not be liable on account of such action or inaction to any Person. 27 Amended and Restated Trust Agreement (SDART 2023-3) If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such any action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. For the avoidance of doubt, the Owner Trustee shall be fully protected by the indemnification provisions applicable to it under this Agreement in connection with any action the Owner Trustee takes or refrains from taking in accordance with this paragraph.

Action upon Instruction. (a) Subject to Article IV and Unless the Owner Trustee has actual knowledge that an Insolvency Event or breach of representation or violation of any material obligation under the Basic Documents has occurred in accordance with the terms respect of the Designated Certificateholder or of any Affiliate thereof, the Designated Certificateholder may by written instruction direct the Owner Trustee in the management of the Issuer. In the event the Owner Trustee has actual knowledge that an Insolvency Event or breach of representation or violation of any material obligation under the Basic DocumentsDocuments has occurred in respect of the Designated Certificateholder or any Affiliate thereof, the Certificateholders may by written instruction direct the Owner Trustee in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Designated Certificateholder or the Certificateholders as the case may be pursuant to Article IV. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the CertificateholdersCertificateholders received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV IV, and in accordance with the terms of the Basic Transaction Documents, the Certificateholders may may, by written instruction instruction, direct the Owner Trustee or the Administrator in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. The Owner Trustee shall not be required to take any discretionary action to investigate or review any matter without direction from the Majority Certificateholders. Further, with respect to provisions hereunder that provide for instruction by the Certificateholders, for so long as all outstanding Certificates are Book-Entry Certificates, if the Owner Trustee shall have notified the Certificateholders in writing of a proposed action and within 15 Business Days of such notice none of the Certificateholders shall have notified the Owner Trustee in writing that such Certificateholder has withheld consent or provided alternative instruction, the Owner Trustee, in the place of Certificateholder instruction hereunder, may accept and rely on written instruction of the Administrator. If subsequently the Owner Trustee receives alternative written instruction from the Certificateholders, such subsequent instruction shall control. (b) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, Transaction Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, or more than one methodology can be used to make any determination or calculation to be performed by the Owner Trustee hereunder, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Majority Certificateholders (or, if specifically required hereunder, all Certificateholders) received, the Owner Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 28 Amended and Restated Trust Agreement (DRIVE 2017-2) ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such any action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. For the avoidance of doubt, the Owner Trustee shall be fully protected by the indemnification provisions applicable to it under this agreement in connection with any action the Owner Trustee takes or refrains from taking in accordance with this paragraph.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic 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) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to the Bond Insurer) requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction instructions of the Certificateholders, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders may may, by written instruction 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) Notwithstanding the foregoing, the The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is required unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders (with a copy to of record as of the Bond Insurer) preceding Record Date requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Certificateholderssuch Certificateholders received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders of record as of the preceding Record Date requesting instruction and, to the extent that the Owner Trustee acts in good faith in accordance with any such instruction received or, if instructed not to act, in good faith refrains from acting, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction.