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 Transaction Documents to which the Trust is a party, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Document to which the Trust is a party 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 Transaction Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a party, 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 personally 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 Transaction Documents to which the Trust is a party, as it shall deem necessary, 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 Transaction Document to which the Trust is a party 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 personally 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 Transaction Documents to which the Trust is a party, as it shall deem necessary, 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 Transaction Documents to which the Trust is a partyThe Certificateholder may, the Certificateholders may by written instruction instruction, direct the Owner Trustee in the management of the Owner Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IVCertificateholder. (b) The Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Transaction other Basic Document to which the Trust is a party if the Owner Trustee shall have reasonably determineddetermine, or shall have been advised by counselcounsel in writing, that such action is likely to result in personal liability on the part of to the Owner Trustee (in such capacity or individually), is contrary to the terms hereof of this Agreement or of any Transaction other Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction other Basic Document to which the Trust is a party, 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 personally 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 Transaction Documents to which the Trust is a party, as it shall deem necessary, 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 Transaction Document to which the Trust is a party other Basic Document, or if 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 Certificateholder requesting instruction andas to the course of action to be adopted, and to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such written instruction of the Certificateholder received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyother Basic Documents, as it shall deem necessaryto be in the best interests of the Certificateholder, 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 Transaction Documents to which the Trust is a partySpread Account Agreement, the Certificateholders may by written instruction Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Certificateholder (if an 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) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholder, 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 Transaction Basic Document to which the Trust is a party 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 Instructing Party 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholder, 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 Transaction Documents to which the Trust is a party, 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) The Owner Trustee shall not be required to take any action hereunder or under any other Transaction Document to which the Trust is a party 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 Transaction Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any other Transaction Document to which the Trust is a partyDocument, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Owner received, the Owner Trustee shall not be personally 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 Agreement or and the other Transaction Documents to which the Trust is a partyDocuments, as it shall deem necessaryto be in the best interests of the Owner, 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 Agreement or any other Transaction Document to which the Trust is a party 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 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 personally 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 Agreement or the other Transaction Documents to which the Trust is a partyDocuments, as it shall deem necessaryto be in the best interests of the Owner, 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 Transaction Documents to which the Trust is a party, 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) The Owner Trustee shall not be required to take any action hereunder or under any other Transaction Document to which the Trust is a party 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 Transaction Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any other Transaction Document to which the Trust is a partyDocument, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Owner received, the Owner Trustee shall not be personally 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 Agreement and the other Transaction Documents, as it shall deem to be in the best interests of the Owner, 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 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 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 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 to which the Trust is a partyDocuments, as it shall deem necessaryto be in the best interests of the Owner, 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 Transaction Document to which the Trust is a party 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 personally 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 Transaction Documents to which the Trust is a party, as it shall deem necessary, 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 Transaction Documents to which the Trust is a partyBasic 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) The Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction other Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Transaction 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 which 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 partyparticular 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 Credit 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 Certificateholders receivedaggregate Certificate Percentage Interest, the Owner Trustee shall not be personally 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 Transaction Documents to which the Trust is a partyother Basic Documents, as it shall deem necessaryto 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 Transaction Document to which the Trust is a party 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 personally 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 Transaction Documents to which the Trust is a party, as it shall deem necessary, 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 Transaction Documents to which the Trust is a partySpread Account Agreement, the Certificateholders may by written instruction Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Certificateholder (if an 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) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholder, 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 Transaction Basic Document to which the Trust is a party 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 Instructing Party 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholder, 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 Transaction Documents to which the Trust is a partyIV, the Majority Certificateholders may by written instruction (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) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inactioninaction 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 Transaction Basic Document to which the Trust is a party 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 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto 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 and in accordance with the terms of the Transaction Documents to which the Trust is a partySpread Account Agreement, the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Certificateholders may by written instruction (if an 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) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 received from the Certificateholders receivedInstructing Party, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto 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 Agreement or any Transaction Basic Document to which the Trust is a party 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 Instructing Party 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 personally 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, may but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the Transaction Basic Documents to which the Trust is a party, as it shall deem necessaryto 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 Transaction Documents to which the Trust is a party, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Document to which the Trust is a party 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 Transaction Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Delaware Trustee is (i) unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Transaction Document or (ii) unsure as to which the application of any provision of this Trust Agreement or any 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 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 partyparticular 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 and the 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 Required Certificateholders receivedor the Administrator, the Owner Delaware Trustee shall not be personally liable liable, on account of such action or inaction 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 Transaction Documents to which the Trust is a partyDocuments, as it shall deem necessaryto be in the best interests of the Certificateholders, and shall not have no liability to any Person for such action or inaction. (db) In the event that the Owner Trustee is unsure as Notwithstanding anything in this Trust Agreement to the application contrary, neither the Delaware Trustee nor any of any provision of this Agreement or any Transaction Document to which the Trust is a party or any such provision is ambiguous as to its applicationrespective agents, 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 shall be 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 personally 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 any action not inconsistent with under this Agreement or 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 it expressly provided in the Transaction Documents, sell the Financed Eligible Loans after the termination of the Indenture. The Delaware Trustee shall deem necessary, and shall have no liability take the actions referred to any Person for such action or inactionin the preceding sentence only upon written instructions signed by the Certificateholders.

Action upon Instruction. (a) Subject to Article IV IV, Section 7.01 and in accordance with the terms of the Transaction Documents to which the Trust is a partyBasic Documents, the Certificateholders Company 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 Company pursuant to Article IV. (b) The Owner Eligible Lender Trustee shall not be required to take any action hereunder or under any Transaction other Basic Document to which the Trust is a party 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 Transaction other Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Eligible Lender Trustee is unable to decide determine the appropriate course of action between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyother Basic Document, the Owner Eligible Lender Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders Company 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 Certificateholders Company received, the Owner Eligible Lender Trustee shall not be personally liable on account of such action or inaction 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 Agreement or the Transaction Documents to which the Trust is a partyother Basic Documents, as it shall deem necessaryto be in the best interests of the Company, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Eligible Lender Trustee is unsure as to the application of any provision of this Agreement or any Transaction other Basic Document to which the Trust is a party 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 Eligible Lender Trustee or is silent or is incomplete as to the course of action that the Owner Eligible Lender Trustee is required to take with respect to a particular set of facts, the Owner Eligible Lender Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders Company and any Swap Counterparties requesting instruction from the Company and, to the extent that the Owner Eligible Lender Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Eligible Lender Trustee shall not be personally liable, on account of such action or inaction, 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 Agreement or the Transaction Documents to which the Trust is a partyother Basic Documents, as it shall deem necessary, to be in the best interests of the Company and shall have no liability to any Person for such action or inaction. (e) Upon the satisfaction of the Rating Agency Swap Condition, if the Administrator so directs, the Eligible Lender Trustee shall enter into, from time to time, Swap Agreements. Upon satisfaction of the Rating Agency Swap Condition, if the Administrator directs, the Eligible Lender Trustee shall enter into an amendment to a Swap Agreement with a Swap Counterparty for the sole purpose to cure any ambiguity to the Swap Agreement or to change the notional amount of a Swap Agreement. Notwithstanding the foregoing, the cumulative notional amount of any Swap Agreements may never exceed the outstanding principal balance of the Notes.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Transaction Documents to which the Trust is a partyIV, 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) The Owner Trustee shall will not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall will promptly give notice (in such form as shall will be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall will not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall will deem necessaryto be in the best interests of the Certificateholders, and shall will have no liability to any Person for such action or inaction. (d) In the event that If the Owner Trustee is unsure as to the application of any provision of this Agreement or any Transaction Basic Document to which the Trust is a party 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 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 will be appropriate under the circumstances) to the Certificateholders Instructing Party 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 will not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall will deem necessaryto be in the best interests of the Certificateholders, and 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 Transaction Documents to which the Trust is a partyIV, the Certificateholders may by written instruction (the “Instructing 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 any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto 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 Agreement or any Transaction Basic Document to which the Trust is a party 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 Instructing Party 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto 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 Transaction Documents to which the Trust is a partySpread 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 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) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholder, 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 Transaction Basic Document to which the Trust is a party 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 Instructing Party 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholder, 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 Transaction Documents to which the Trust is a partySpread Account Agreement, the Certificateholders may by written instruction Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Certificateholder (if an 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) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholder, 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 Transaction Basic Document to which the Trust is a party 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 Instructing Party 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholder, 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 Transaction Documents to which the Trust is a partySpread Account Agreement, the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Certificateholders may by written instruction (if an 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) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto 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 Agreement or any Transaction Basic Document to which the Trust is a party 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 Instructing Party 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto 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 Transaction Documents to which the Trust is a partyIV, the Certificateholders may by written instruction Instructing Party shall have the exclusive right to direct the actions of the Owner Trustee in the management of the TrustIssuer, so long as such instructions are not inconsistent with the express terms set forth herein or in any Related 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 Related Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Document to which the Trust is a party Related Document, other than its express duties, 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 Transaction Related Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyRelated Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 delivery 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 Transaction Documents to which the Trust is a partyaction, as it shall deem necessaryto be in the best interests of the Certificateholder(s), and shall have no liability to any Person for such action or inaction. (d) In the event that If the Owner Trustee is unsure as to the application of any provision of this Agreement or any Transaction Related Document to which the Trust is a party 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 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 Instructing Party requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction receivedreceived (so long as the same is not manifestly inconsistent with this Agreement or a Related Document), the Owner Trustee shall not be personally 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 delivery 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 Transaction Documents to which the Trust is a partyaction, as it shall deem necessaryto be in the best interests of the Certificateholder(s), 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 Transaction Documents to which the Trust is a partyIV, the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Certificateholders may by written instruction (if an 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. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholders and the Security Insurer, 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 Transaction Basic Document to which the Trust is a party 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 Instructing Party 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholders and the Security Insurer, 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 Transaction Documents to which the Trust is a partyIV, 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) The Owner Trustee shall will not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall will promptly give notice (in such form as shall will be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall will not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall will deem necessaryto be in the best interests of the Certificateholders, and shall will have no liability to any Person for such action or inaction. (d) In the event that If the Owner Trustee is unsure as to the application of any provision of this Agreement or any Transaction Basic Document to which the Trust is a party 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 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 will be appropriate under the circumstances) to the Certificateholders Instructing Party 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 will not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall will deem necessaryto be in the best interests of the Certificateholders, and 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 Transaction Documents to which the Trust is a partySpread Account Agreement, the Certificateholders may by written instruction Instructing 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 any time by written instruction , so long as such instructions are not in violation of the Certificateholders pursuant to Article IVexpress terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders Instructing Party requesting instruction from it 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 Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessary, to be in the best interests of the Certificateholder and shall have no liability to any Person for such action or inactioninaction except as otherwise expressly provided in this Agreement. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Transaction Basic Document to which the Trust is a party 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 Instructing Party requesting instruction from it 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessary, to be in the best interests of the Certificateholder and shall have no liability to any Person for such action or inactioninaction except as otherwise expressly provided in this Agreement.

Action upon Instruction. (a) Subject to Article IV IV, the Security Insurer (so long as an Insurer Default shall not have occurred and in accordance with be continuing) or the terms Holder of the Transaction Documents Voting Interest (if an Insurer Default shall have occurred and be continuing) (the "Instructing Party") shall have the exclusive right to which direct the Trust is a party, the Certificateholders may by written instruction direct actions of the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders Holder of the Voting Interest pursuant to Article IV. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholders and the Security Insurer, 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 Transaction Basic Document to which the Trust is a party 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 Instructing Party requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction receivedinstruction, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholders and the Security Insurer, 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 Transaction Documents to which the Trust is a partyIV, 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) The Owner Trustee shall not be required to take any action hereunder or under any other Transaction Document to which the Trust is a party 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 Transaction Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any other Transaction Document to which the Trust is a partyDocument, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders Residual Interestholders (and, prior to the Termination Date, the Controlling Party) requesting instruction from such of them as shall be sufficient to constitute an Controlling Party 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 Controlling Party received, the Owner Trustee shall not be personally 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 Agreement or the other Transaction Documents to which the Trust is a partyDocuments, as it shall deem necessaryto 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 Agreement or any other Transaction Document to which the Trust is a party 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 Residual Interestholders (and prior to the Termination Date, the Controlling Party) requesting instruction from such of them as shall be sufficient to constitute an Controlling 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 personally 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 Agreement or the other Transaction Documents to which the Trust is a partyDocuments, as it shall deem necessaryto 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.

Action upon Instruction. (a) Subject to Article IV Four and in accordance with the terms of the Transaction Documents to which the Trust is a party2012-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) The Owner Trustee shall not be required to take any action hereunder or under any Transaction other 2012-A Basic Document to which the Trust is a party 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 Transaction Document to which the Trust is a party thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a party, the Owner Trustee shall promptly give notice (other 2012-A Basic Documents or 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 personally 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 Transaction Documents to which the Trust is a party, as it shall deem necessary, 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 Transaction other 2012-A Basic Document to which the Trust is a party 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 shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction andas to the course of action to be adopted, and to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such written instruction of holders of Certificates evidencing at least 51% of the Certificate Percentage Interest received or the Transferor, as applicable, received, the Owner Trustee shall not be personally 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 Agreement or the Transaction 2012-A Basic Documents to which the Trust is a party, as it shall deem necessaryto be in the best interests of the Certificateholders, and 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 Transaction Documents to which the Trust is a party2018-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) The Owner Trustee shall not be required to take any action hereunder or under any Transaction other 2018-B Basic Document to which the Trust is a party 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 Transaction Document to which the Trust is a party thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a party, the Owner Trustee shall promptly give notice (other 2018-B Basic Documents or 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 personally 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 Transaction Documents to which the Trust is a party, as it shall deem necessary, 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 Transaction other 2018-B Basic Document to which the Trust is a party 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 shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction andas to the course of action to be adopted, and to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such written instruction of holders of Certificates evidencing at least 51% of the Certificate Percentage Interest received or the Transferor, as applicable, received, the Owner Trustee shall not be personally 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 Agreement or the Transaction 2018-B Basic Documents to which the Trust is a party, as it shall deem necessaryto be in the best interests of the Certificateholders, and 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 Transaction Documents to which the Trust is a party2016-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) The Owner Trustee shall not be required to take any action hereunder or under any Transaction other 2016-A Basic Document to which the Trust is a party 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 Transaction Document to which the Trust is a party thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a party, the Owner Trustee shall promptly give notice (other 2016-A Basic Documents or 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 personally 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 Transaction Documents to which the Trust is a party, as it shall deem necessary, 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 Transaction other 2016-A Basic Document to which the Trust is a party 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 shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction andas to the course of action to be adopted, and to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such written instruction of holders of Certificates evidencing at least 51% of the Certificate Percentage Interest received or the Transferor, as applicable, received, the Owner Trustee shall not be personally 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 Agreement or the Transaction 2016-A Basic Documents to which the Trust is a party, as it shall deem necessaryto be in the best interests of the Certificateholders, and 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 Transaction Documents to which the Trust is a partyIV, the Certificateholders may by written instruction Security Insurer (so long as any Class A Notes are outstanding and an Insurer Default will not have occurred and be continuing) or the Certificateholder (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 this Agreement or the Basic Documents. (b) The Owner Trustee shall will not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall will promptly give notice (in such form as shall will be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall will not be personally liable on account of such action or inaction to any Person. If the Owner Trustee shall will 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 will be under no duty to, take or refrain from taking such action action, not inconsistent with this Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall will deem necessaryto be in the best interests of the Certificateholder, and shall will have no liability to any Person for such action or inaction. (d) In the event that If the Owner Trustee is unsure as to the application of any provision of this Agreement or any Transaction Basic Document to which the Trust is a party 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 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 will be appropriate under the circumstances) to the Certificateholders Instructing Party 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 will not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall will deem necessaryto be in the best interests of the Certificateholder, and 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 Transaction Documents to which the Trust is a partyRelated 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 Holders pursuant to Article IV. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Related Document to which the Trust is a party 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 Transaction Related Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyRelated Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Holders received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyRelated Documents, as it shall deem necessaryto be in the best interests of the Holders, 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 Transaction Related Document to which the Trust is a party 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 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyRelated Documents, as it shall deem necessaryto 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 in accordance with the terms of the Transaction Documents to which the Trust is a partySpread Account Agreement, the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Certificateholders may by written instruction (if an 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) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a party, as it shall deem necessary, 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 Transaction Document to which the Trust is a party 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 personally 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 Transaction Documents to which the Trust is a party, as it shall deem necessary, and shall have no liability to any Person for such action or inaction.refrain

Action upon Instruction. (a) Subject to Article IV and Four, in accordance with the terms of the Transaction Documents to which the Trust is a party, 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) The Owner Trustee shall not be required to take any action hereunder or under any other Transaction Document to which the Trust is a party 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 Transaction Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any other Transaction Document to which the Trust is a partyDocument, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Owner received, the Owner Trustee shall not be personally 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 (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 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 to which the Trust is a partyDocuments, as it shall deem necessaryto be in the best interests of the Owner, and shall have no liability to any Person for such action or inaction. (de) 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 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 is unsure as to the application of has determined that any provision of this Agreement or any Transaction Document to which the Trust is a party or any such provision is ambiguous as to its application, or is, or appears to be, action set forth in conflict with any other applicable provision, or clauses (i)-(iii) will result 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 factsconsequences stated therein, 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, Administrator and the Owner Trustee shall not be personally liable, on account of such action appoint one or inaction, more Persons 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 act 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 Transaction Documents co-trustee pursuant to which the Trust is a party, as it shall deem necessary, and shall have no liability to any Person for such action or inactionSection 10.05.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Transaction Documents to which the Trust is a partyIV, the Note Insurer (so long as a Note Insurer Default shall not have occurred and be continuing) or the Certificateholders may by written instruction (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 Holding Trust, so long as such instructions are not inconsistent with the Trustexpress terms set forth herein or in any Operative 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 Operative Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Operative Document to which the Trust is a party 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 Transaction Operative Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyOperative Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyOperative Documents, as it shall deem necessaryto 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 Agreement or any Transaction Operative Document to which the Trust is a party 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 Instructing Party 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 personally liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have 15 20 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 Agreement or the Transaction Documents to which the Trust is a partyOperative Documents, as it shall deem necessaryto 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 Transaction Documents to which the Trust is a partySpread Account Agreement, the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Certificateholders may by written instruction (if an 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) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law.. -------------------------------------------------------------------------------- (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto 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 Agreement or any Transaction Basic Document to which the Trust is a party 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 Instructing Party 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto 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 Transaction Documents to which the Trust is a partyIV, the Note Insurer (so long as a Note Insurer Default shall not have occurred and be continuing) or the Certificateholders may by written instruction (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 Trustexpress terms set forth herein or in any Operative 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 Operative Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Operative Document to which the Trust is a party 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 Transaction Operative Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyOperative Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyOperative Documents, as it shall deem necessaryto 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 Agreement or any Transaction Operative Document to which the Trust is a party 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 Instructing Party 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyOperative Documents, as it shall deem necessaryto 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 Transaction Documents to which the Trust is a partySpread Account Agreement, the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Certificateholders may by written instruction (if an 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) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto 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 Agreement or any Transaction Basic Document to which the Trust is a party 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 Instructing Party 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto 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 Transaction Documents to which the Trust is a partyRelated 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 Holders pursuant to Article IV. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Related Document to which the Trust is a party 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 Transaction Related Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyRelated Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Holders received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyRelated Documents, as it shall deem necessaryto be in the best interests of the Holders, 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 Transaction Related Document to which the Trust is a party 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 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyRelated Documents, as it shall deem necessaryto be in the best interests of the Holders, and shall have no liability to any Person for such action or inactioninaction taken in good faith.

Action upon Instruction. (a) Subject to Article IV and Four, in accordance with the terms of the Transaction Documents to which the Trust is a partyDocuments, 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) The Owner Trustee shall not be required to take any action hereunder or under any other Transaction Document to which the Trust is a party 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 Transaction Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any other Transaction Document to which the Trust is a partyDocument, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Owner received, the Owner Trustee shall not be personally 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 Agreement and the other Transaction Documents, as it shall deem to be in the best interests of the Owner, 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 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 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 to which the Trust is a partyDocuments, as it shall deem necessaryto be in the best interests of the Owner, and shall have no liability to any Person for such action or inaction. (de) 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 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 is unsure as to the application of has determined that any provision of this Agreement or any Transaction Document to which the Trust is a party or any such provision is ambiguous as to its application, or is, or appears to be, action set forth in conflict with any other applicable provision, or clauses (i)-(iii) will result 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 factsconsequences stated therein, 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, Administrator and the Owner Trustee shall not be personally liable, on account of such action appoint one or inaction, more Persons to any Personact as co-trustee pursuant to Section 10.05. 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 Transaction Documents to which the Trust is a party, as it shall deem necessary, and shall have no liability to any Person for such action or inaction.SECTION

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Transaction Documents to which the Trust is a partySpread Account Agreement, the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Certificateholders may by written instruction (if an 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. (ba) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (cb) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction. (dc) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Transaction Basic Document to which the Trust is a party 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 Instructing Party 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto 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 Transaction Documents to which the Trust is a partySpread Account Agreement, the Certificateholders may by written instruction Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Certificateholder (if an 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) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholder, and shall have no liability to any Person for such action or inaction.. Back to Contents (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Transaction Basic Document to which the Trust is a party 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 Instructing Party 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholder, 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 Transaction Documents to which the Trust is a party2015-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 2015-B Administration Agreement. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction other 2015-B Basic Document to which the Trust is a party 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 Transaction Document to which the Trust is a party thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a party, the Owner Trustee shall promptly give notice (other 2015-B Basic Documents or 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 personally 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 Transaction Documents to which the Trust is a party, as it shall deem necessary, 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 Transaction other 2015-B Basic Document to which the Trust is a party 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 shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction andas to the course of action to be adopted, and to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such written instruction of holders of Certificates evidencing at least 51% of the Certificate Percentage Interest received or the Transferor, as applicable, received, the Owner Trustee shall not be personally 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 Agreement or the Transaction 2015-B Basic Documents to which the Trust is a party, as it shall deem necessaryto be in the best interests of the Certificateholders, and 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 Transaction Documents to which the Trust is a party2013-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 2013-B Administration Agreement. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction other 2013-B Basic Document to which the Trust is a party 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 Transaction Document to which the Trust is a party thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a party, the Owner Trustee shall promptly give notice (other 2013-B Basic Documents or 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 personally 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 Transaction Documents to which the Trust is a party, as it shall deem necessary, 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 Transaction other 2013-B Basic Document to which the Trust is a party 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 shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction andas to the course of action to be adopted, and to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such written instruction of holders of Certificates evidencing at least 51% of the Certificate Percentage Interest received or the Transferor, as applicable, received, the Owner Trustee shall not be personally 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 Agreement or the Transaction 2013-B Basic Documents to which the Trust is a party, as it shall deem necessaryto be in the best interests of the Certificateholders, and 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 Transaction Documents to which the Trust is a partySpread Account Agreement, the Certificateholders may by written instruction Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Certificateholder (if an 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 other Basic Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyother Basic Documents, as it shall deem necessaryto be in the best interests of the Certificateholder, 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 Transaction other Basic Document to which the Trust is a party 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 Instructing Party 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyother Basic Documents, as it shall deem necessaryto be in the best interests of the Certificateholder, 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 Transaction Documents to which the Trust is a partyDocuments, 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) The Owner Trustee shall not be required to take any action hereunder or under any other Transaction Document to which the Trust is a party 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 Transaction Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any other Transaction Document to which the Trust is a partyDocument, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Owner received, the Owner Trustee shall not be personally 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 Agreement and the other Transaction Documents, as it shall deem to be in the best interests of the Owner, 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 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 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 to which the Trust is a partyDocuments, as it shall deem necessaryto be in the best interests of the Owner, and shall have no liability to any Person for such action or inaction. (de) 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 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 is unsure as to the application of has determined that any provision of this Agreement or any Transaction Document to which the Trust is a party or any such provision is ambiguous as to its application, or is, or appears to be, action set forth in conflict with any other applicable provision, or clauses (i)-(iii) will result 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 factsconsequences stated therein, 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, Administrator and the Owner Trustee shall not be personally liable, on account of such action appoint one or inaction, more Persons 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 act 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 Transaction Documents co-trustee pursuant to which the Trust is a party, as it shall deem necessary, and shall have no liability to any Person for such action or inactionSection 10.05.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Transaction Documents to which the Trust is a partySpread Account Agreement, the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Class A Certificateholders may by written instruction (if an 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 Related 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 Related Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Related Document to which the Trust is a party 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 Transaction Related Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyRelated Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 received from the Certificateholders receivedInstructing Party, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyRelated Documents, as it shall deem necessaryto 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 of any provision of this Agreement or any Transaction Related Document to which the Trust is a party 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 Instructing Party 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyRelated Documents, as it shall deem necessaryto 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 Transaction Documents to which the Trust is a partySpread Account Agreement, the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Certificateholders may by written instruction (if an 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) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders Instructing Party requesting instruction as to the course court 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 Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto 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 Agreement or any Transaction Basic Document to which the Trust is a party 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 Instructing Party 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 personally 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, may but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the Transaction Basic Documents to which the Trust is a party, as it shall deem necessaryto 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, Section 7.01 and in accordance with the terms of the Transaction Documents to which the Trust is a partyBasic Documents, the Certificateholders Company 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 Company pursuant to Article IV. (b) The Owner Eligible Lender Trustee shall not be required to take any action hereunder or under any Transaction other Basic Document to which the Trust is a party 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 Transaction other Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Eligible Lender Trustee is unable to decide determine the appropriate course of action between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyother Basic Document, the Owner Eligible Lender Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders Company 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 Certificateholders Company received, the Owner Eligible Lender Trustee shall not be personally liable on account of such action or inaction 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 Agreement or the Transaction Documents to which the Trust is a partyother Basic Documents, as it shall deem necessaryto be in the best interests of the Company, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Eligible Lender Trustee is unsure as to the application of any provision of this Agreement or any Transaction other Basic Document to which the Trust is a party 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 Eligible Lender Trustee or is silent or is incomplete as to the course of action that the Owner Eligible Lender Trustee is required to take with respect to a particular set of facts, the Owner Eligible Lender Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders Company and the Swap Counterparty requesting instruction from the Company and, to the extent that the Owner Eligible Lender Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Eligible Lender Trustee shall not be personally liable, on account of such action or inaction, 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 Agreement or the Transaction Documents to which the Trust is a partyother Basic Documents, as it shall deem necessary, to be in the best interests of the Company and shall have no liability to any Person for such action or inaction. (e) Upon satisfaction of the Rating Agency Condition, if the Administrator directs, the Eligible Lender Trustee shall enter into an amendment to the Swap Agreement with the Swap Counterparty. The sole amendment, other than to cure any ambiguity, to the Swap Agreement may be to change the notional amount of the Swap Agreement from instead of the scheduled notional amount attached to the Swap Agreement to the outstanding principal balance of the Notes.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Transaction Documents to which the Trust is a partyIV, the Certificateholders may by written instruction holding not less than 51% of the Certificate Interest, with, prior to the Class A Termination Date, the consent of the Class A Insurer (the "Instructing 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 , so long as such instructions are not inconsistent with the express terms set forth herein or in any time by written instruction Basic Document or with instructions of the Certificateholders Class A Noteholders acting pursuant to Article IVthe Basic Documents. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholders and the Class A Insurer, and shall have no liability to any Person for such action or inactioninaction 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 Transaction Basic Document to which the Trust is a party 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 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholders and the Class A Insurer, 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 and in accordance with the terms of the Transaction Documents to which the Trust is a partyIV, the Certificateholders may by written instruction (the “Instructing 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 any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally liable on account of such action or inaction 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 action, not inconsistent with this Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto 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 Agreement or any Transaction Basic Document to which the Trust is a party 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 Instructing Party 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 personally liable, on account of such action or inaction, 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 action, not inconsistent with this Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto 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 Depositor or the terms of the Transaction Documents to which the Trust is a partyAdministrator may, the Certificateholders may by written instruction instruction, direct the Owner Trustee or any Attorney in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IVDepositor or the Administrator. In the event of conflicting instructions or requests from the Depositor and the Administrator, the instruction or request from the Depositor shall in all cases prevail. (ba) The Owner Trustee or the Administrator, as the case may be, shall not be required to take any action hereunder or under any Transaction Document to which the Trust is a party if the Owner Trustee or the Administrator, respectively 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 the Administrator, respectively, or is contrary to the terms hereof or of any Transaction Document to which the Trust is a party or is otherwise contrary to law. (cb) Whenever the Owner Trustee or the Administrator, as the case may be, is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document or is unsure as to which the Trust application of any provision of this Agreement or any 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 the Administrator, respectively, or is silent or is incomplete as to the course of action that the Owner Trustee or the Administrator, respectively, is required to take with respect to a partyparticular set of facts, the Owner Trustee or the Administrator, as the case may be, shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders Depositor or the Administrator, as the case may be, requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Trustee or the Administrator, as the case may be, acts or refrains from acting in good faith in accordance with any written instruction of the Certificateholders Depositor or the Administrator, as the case may be, received, the Owner Trustee or the Administrator, as the case may be, shall not be personally liable on account of such action or inaction to any Person. If the Owner Trustee or the Administrator, as the case may be, 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 Agreement or the Transaction Documents to which the Trust is a partyDocuments, as it shall deem necessaryto be in the best interests of the Issuer, 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 Transaction Document to which the Trust is a party 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 personally 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 Transaction Documents to which the Trust is a party, as it shall deem necessary, 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 Transaction Documents to which the Trust is a partyIV, the Certificateholders may by written instruction Credit Enhancer (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 The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. In acting in accordance with the direction may be exercised at any time by written instruction of the Certificateholders Credit Enhancer pursuant to this Section or pursuant to Article IV, the Owner Trustee shall not be deemed to (i) owe any fiduciary obligation to the Credit Enhancer or (ii) have violated any fiduciary responsibility to the Certificateholders. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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, notwithstanding any other provision of this Agreement, take or refrain from taking such action action, not inconsistent with this Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto 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 Agreement or any Transaction Basic Document to which the Trust is a party 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 Instructing Party requesting instruction and, notwithstanding any other provision of this Agreement, 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto 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 Transaction Documents to which the Trust is a partyIV, the Note Insurer (so long as a Note Insurer Default shall not have occurred and be continuing) or the Certificateholders may by written instruction (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 Trust B, so long as such instructions are not inconsistent with the Trustexpress terms set forth herein or in any Operative 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 Operative Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Operative Document to which the Trust is a party 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 Transaction Operative Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyOperative Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyOperative Documents, as it shall deem necessaryto 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 Agreement or any Transaction Operative Document to which the Trust is a party 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 personally 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 Transaction Documents to which the Trust is a party, as it shall deem necessary, and shall have no liability to any Person for such action or inaction.its

Action upon Instruction. (a) Subject to Article IV Four and in accordance with the terms of the Transaction Documents to which the Trust is a party2016-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) The Owner Trustee shall not be required to take any action hereunder or under any Transaction other 2016- B Basic Document to which the Trust is a party 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 Transaction Document to which the Trust is a party thereof or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a party, the Owner Trustee shall promptly give notice (other 2016-B Basic Documents or 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 personally 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 Transaction Documents to which the Trust is a party, as it shall deem necessary, 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 Transaction other 2016-B Basic Document to which the Trust is a party 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 shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction andas to the course of action to be adopted, and to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such written instruction of holders of Certificates evidencing at least 51% of the Certificate Percentage Interest received or the Transferor, as applicable, received, the Owner Trustee shall not be personally 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 Agreement or the Transaction 2016-B Basic Documents to which the Trust is a party, as it shall deem necessaryto be in the best interests of the Certificateholders, and 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 Four, in accordance with the terms of the Transaction Documents to which the Trust is a party, 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) The Owner Trustee shall not be required to take any action hereunder or under any other Transaction Document to which the Trust is a party 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 Transaction Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any other Transaction Document to which the Trust is a partyDocument, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Owner received, the Owner Trustee shall not be personally 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 Agreement and the other Transaction Documents, as it shall deem to be in the best interests of the Owner, 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 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 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 to which the Trust is a partyDocuments, as it shall deem necessaryto be in the best interests of the Owner, and shall have no liability to any Person for such action or inaction. (de) 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 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 is unsure as to the application of has determined that any provision of this Agreement or any Transaction Document to which the Trust is a party or any such provision is ambiguous as to its application, or is, or appears to be, action set forth in conflict with any other applicable provision, or clauses (i)-(iii) will result 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 factsconsequences stated therein, 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, Administrator and the Owner Trustee shall not be personally liable, on account of such action appoint one or inaction, more Persons 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 act 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 Transaction Documents co-trustee pursuant to which the Trust is a party, as it shall deem necessary, and shall have no liability to any Person for such action or inactionSection 10.05.

Action upon Instruction. (a) Subject to Article IV X and in accordance with the terms of the Transaction Documents to which the Trust is a partyBasic Documents, the Majority Certificateholders may by written instruction direct the Owner -120- 128 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 Majority Certificateholders pursuant to Article IV.X. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party if the Owner Trustee shall have reasonably determined, or shall have been advised by counselcounsel in writing, 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders and the Initial Class A Certificateholder 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 Certificateholders receivedMajority Certificateholders, the Owner Trustee shall not be personally 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 receipt 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto 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 Agreement or any Transaction Basic Document to which the Trust is a party 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 of the Majority Certificateholders, received, the Owner Trustee shall not be personally 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 receipt 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto 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 Transaction Documents to which the Trust is a partyIV, the Certificateholders may by written instruction Insurer (so long as any Class A Notes are outstanding and an Insurer Default will not have occurred and be continuing) or the Certificateholder (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 this Agreement or the Basic Documents. (b) The Owner Trustee shall will not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to lawlaw and a copy of such opinion has been provided to the Servicer. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall will promptly give notice (in such form as shall will be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall will not be personally liable on account of such action or inaction to any Person. If the Owner Trustee shall will 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 will be under no duty to, take or refrain from taking such action action, not inconsistent with this Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall will deem necessaryto be in the best interests of the Certificateholder, and shall will have no liability to any Person for such action or inaction. (d) In the event that If the Owner Trustee is unsure as to the application of any provision of this Agreement or any Transaction Basic Document to which the Trust is a party 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 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 will be appropriate under the circumstances) to the Certificateholders Instructing Party 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 will not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall will deem necessaryto be in the best interests of the Certificateholder, and shall will 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 Transaction Documents to which the Trust is a party, 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) The Owner Trustee shall not be required to take any action hereunder or under any other Transaction Document to which the Trust is a party 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 Transaction Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any other Transaction Document to which the Trust is a partyDocument, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Owner received, the Owner Trustee shall not be personally 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 Agreement and the other Transaction Documents, as it shall deem to be in the best interests of the Owner, 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 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 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 to which the Trust is a partyDocuments, as it shall deem necessaryto be in the best interests of the Owner, and shall have no liability to any Person for such action or inaction. (de) 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 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 is unsure as to the application of has determined that any provision of this Agreement or any Transaction Document to which the Trust is a party or any such provision is ambiguous as to its application, or is, or appears to be, action set forth in conflict with any other applicable provision, or clauses (i)-(iii) will result 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 factsconsequences stated therein, 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, Administrator and the Owner Trustee shall not be personally liable, on account of such action appoint one or inaction, more Persons 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 act 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 Transaction Documents co-trustee pursuant to which the Trust is a party, as it shall deem necessary, and shall have no liability to any Person for such action or inactionSection 10.05.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Transaction Documents to which the Trust is a partyIV, the Note Insurer (so long as a Note Insurer Default shall not have occurred and be continuing) or the Certificateholders may by written instruction (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 Trust A, so long as such instructions are not inconsistent with the Trustexpress terms set forth herein or in any Operative 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 Operative Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Operative Document to which the Trust is a party 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 Transaction Operative Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyOperative Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyOperative Documents, as it shall deem necessaryto 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 Agreement or any Transaction Operative Document to which the Trust is a party 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 personally 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 Transaction Documents to which the Trust is a party, as it shall deem necessary, and shall have no liability to any Person for such action or inaction.its

Action upon Instruction. (a) Subject to Article IV and in accordance with IV, the terms Certificateholder(s) acting by the Holders of Certificates evidencing not less than a majority of the Transaction Documents Certificate Percentage Interest (the "Instructing Party") shall have the exclusive right to which direct the Trust is a party, the Certificateholders may by written instruction direct actions of the Owner Trustee in the management of the TrustIssuer, so long as such instructions are not inconsistent with the express terms set forth herein or in any Related Document. Such direction may be exercised at The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Related Documents; provided, however, that the Owner Trustee in its individual capacity shall not incur any time liability for the good faith compliance with any instructions received by written instruction of the Certificateholders pursuant to Article IVit from an Instructing Party. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Related Document to which the Trust is a party 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 Transaction Related Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyRelated Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders Certificateholder(s) and the 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 delivery 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 Agreement or the Transaction Documents to which the Trust is a partyRelated Documents, as it shall deem necessaryto be in the best interests of the Certificateholder(s), and shall have no liability to any Person for such action or inaction. (d) In the event that If the Owner Trustee is unsure as to the application of any provision of this Agreement or any Transaction Related Document to which the Trust is a party 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 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 Certificateholder(s) 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 personally 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 delivery 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 Agreement or the Transaction Documents to which the Trust is a partyRelated Documents, as it shall deem necessaryto be in the best interests of the Certificateholder(s), 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 Transaction Documents to which the Trust is a partyIV, the Certificateholders may by written instruction holding not less than 51% of the Certificate Interest, with, prior to the Class A Termination Date, the consent of the Controlling Party (the "Instructing 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 , so long as such instructions are not inconsistent with the express terms set forth herein or in any time by written instruction Basic Document or with instructions of the Certificateholders Class A Noteholders acting pursuant to Article IVthe Basic Documents. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholders, the Class A Insurer and the Backup Insurer, and shall have no liability to any Person for such action or inactioninaction 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 Transaction Basic Document to which the Trust is a party 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 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholders, the Class A Insurer and the Backup Insurer, and shall have no liability to any Person for such action or inaction, absent gross negligence or willful misconduct.

Action upon Instruction. (a) a. Subject to Article IV IV, Section 7.01 and in accordance with the terms of the Transaction Documents to which the Trust is a partyBasic Documents, the Certificateholders Company 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 Company pursuant to Article IV. (b) b. The Owner Eligible Lender Trustee shall not be required to take any action hereunder or under any Transaction other Basic Document to which the Trust is a party 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 Transaction other Basic Document to which the Trust is a party or is otherwise contrary to law. (c) c. Whenever the Owner Eligible Lender Trustee is unable to decide determine the appropriate course of action between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyother Basic Document, the Owner Eligible Lender Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders Company 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 Certificateholders Company received, the Owner Eligible Lender Trustee shall not be personally liable on account of such action or inaction 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 Agreement or the Transaction Documents to which the Trust is a partyother Basic Documents, as it shall deem necessaryto be in the best interests of the Company, and shall have no liability to any Person for such action or inaction. (d) d. In the event that the Owner Eligible Lender Trustee is unsure as to the application of any provision of this Agreement or any Transaction other Basic Document to which the Trust is a party 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 Eligible Lender Trustee or is silent or is incomplete as to the course of action that the Owner Eligible Lender Trustee is required to take with respect to a particular set of facts, the Owner Eligible Lender Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders Company requesting instruction and, to the extent that the Owner Eligible Lender Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Eligible Lender Trustee shall not be personally liable, on account of such action or inaction, 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 Agreement or the Transaction Documents to which the Trust is a partyother Basic Documents, as it shall deem necessary, to be in the best interests of the Company 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 Transaction Documents to which the Trust is a partyThe Certificateholder may, the Certificateholders may by written instruction instruction, direct the Owner Trustee in the management of the Owner Trust. Such 11 direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IVCertificateholder. (b) The Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Transaction other Basic Document to which the Trust is a party if the Owner Trustee shall have reasonably determineddetermine, or shall have been advised by counselcounsel in writing, that such action is likely to result in personal liability on the part of to the Owner Trustee (in such capacity or individually), is contrary to the terms hereof of this Agreement or of any Transaction other Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction other Basic Document to which the Trust is a party, 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 personally 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 Transaction Documents to which the Trust is a party, as it shall deem necessary, 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 Transaction Document to which the Trust is a party other Basic Document, or if 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 Certificateholder requesting instruction andas to the course of action to be adopted, and to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such written instruction of the Certificateholder received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyother Basic Documents, as it shall deem necessaryto be in the best interests of the Certificateholder, 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 Transaction Documents to which the Trust is a partyIV, the Certificateholders may by written instruction Security Insurer (so long as any Class A Notes are outstanding and an Insurer Default will not have occurred and be continuing) or the Certificateholder (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) The Owner Trustee shall will not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall will promptly give notice (in such form as shall will be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall will not be personally liable on account of such action or inaction to any Person. If the Owner Trustee shall will 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 will be under no duty to, take or refrain from taking such action action, not inconsistent with this Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall will deem necessaryto be in the best interests of the Certificateholder, and shall will have no liability to any Person for such action or inaction. (d) In the event that If the Owner Trustee is unsure as to the application of any provision of this Agreement or any Transaction Basic Document to which the Trust is a party 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 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 will be appropriate under the circumstances) to the Certificateholders Instructing Party 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 will not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall will deem necessaryto be in the best interests of the Certificateholder, and 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 Transaction Documents to which the Trust is a partyIV, the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Certificateholders may by written instruction (if an 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 other Operative 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 other Operative Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction other Operative Document to which the Trust is a party 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 Transaction other Operative Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyother Operative Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyother Operative Documents, as it shall deem necessaryto 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 Agreement or any Transaction other Operative Document to which the Trust is a party 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 Instructing Party 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 personally 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 Transaction Documents to which the Trust is a party, as it shall deem necessary, and shall have no liability to any Person for such action or inaction.accordance

Action upon Instruction. (a) Subject to Article IV X and in accordance with the terms of the Transaction Documents to which the Trust is a partySpread Account Agreement, the Certificateholders may by written instruction Instructing 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 any time by written instruction , so long as such instructions are not in violation of the Certificateholders pursuant to Article IVexpress terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders Instructing Party requesting instruction from it 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 Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessary, to be in the best interests of the Certificateholder and shall have no liability to any Person for such action or inactioninaction except as otherwise expressly provided in this Agreement. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Transaction Basic Document to which the Trust is a party 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 Instructing Party requesting instruction from it 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessary, to be in the best interests of the Certificateholder and shall have no liability to any Person for such action or inactioninaction except as otherwise expressly provided in this Agreement. The Owner Trustee shall not take any action (a) that violates the purposes of the Trust set forth in Section 1.03 or (b) that, to the actual knowledge of the Owner Trustee, would result in the Trust's becoming taxable as a corporation for federal income tax purposes. The Instructing Party shall not direct the Owner Trustee to take action that would violate the provisions of this Section. The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Owner Trustee shall furnish to the Certificateholder, the Insurer and the Rating Agencies promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents. The Owner Trustee shall furnish to the Certificateholder, the Insurer and the Rating Agencies promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents. No provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own negligent action, its own grossly negligent failure to act, or its own bad faith; provided, however, that: (i) Prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties and obligations as shall be specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Owner Trustee and, in the absence of bad faith on the part of the Owner Trustee, or manifest error, the Owner Trustee may conclusively rely on the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement; (ii) The Owner Trustee shall not be liable for an error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Owner Trustee shall have been grossly negligent in ascertaining the pertinent facts; (iii) The Owner Trustee shall not be liable with respect to any action taken, suffered, or omitted to be taken in good faith in accordance with this Agreement or at the direction of the Certificate relating to the time, method, and place of conducting any proceeding for any remedy available to the Owner Trustee, or exercising any trust or power conferred upon the Owner Trustee, under this Agreement; (iv) The Owner Trustee shall not be charged with knowledge of any failure by the Servicer to comply with the obligations of the Servicer referred to in clauses (i) or (ii) of Section 8.01, or of any failure by the Transferor to comply with the obligations of the Transferor referred to in clause (ii) of Section 8.01, unless a Responsible Officer of the Owner Trustee receives written notice of such failure (it being understood that knowledge of the Servicer or the Servicer as custodian, in its capacity as agent for the Owner Trustee, is not attributable to the Owner Trustee) from the Servicer or the Transferor, as the case may be; and (v) Without limiting the generality of this Section or Section 15.07, the Owner Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to therein or any financing statement (or continuation statement) evidencing a security interest in the Receivables or the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed, or levied against, any part of the Trust, (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Trust pursuant to this Agreement believed by the Owner Trustee to be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Transferor's or the Servicer's representations, warranties or covenants or the Servicer's duties and obligations as Servicer and as custodian of the Receivable Files under this Agreement. The Owner Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Owner Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement except during such time, if any, as the Owner Trustee shall be the successor to, and be vested with the rights, duties, powers, and privileges of, the Servicer in accordance with the terms of this Agreement. Except for actions expressly authorized by this Agreement, the Owner Trustee shall take no action reasonably likely to impair the security interests created or existing under any Receivable or to impair the value of any Receivable.

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Transaction Documents to which the Trust is a partyIV, the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Certificateholders may by written instruction (if an 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. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Basic Document to which the Trust is a party 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 Transaction Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyBasic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders 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 Certificateholders Instructing Party received, the Owner Trustee shall not be personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholders and the Security Insurer, 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 Transaction Basic Document to which the Trust is a party 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 Instructing Party 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 personally 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 Agreement or the Transaction Documents to which the Trust is a partyBasic Documents, as it shall deem necessaryto be in the best interests of the Certificateholders and the Security Insurer, and shall have no liability to any Person for such action or inaction.