Common use of Action upon Instruction Clause in Contracts

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

Action upon Instruction. (a) Subject to Article IVIV herein and in accordance with the terms of the Transaction Documents, the Certificate Majority shall have the exclusive right to Transferor may by written instruction direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent Trust but only to the extent consistent with the express terms set forth herein or in limited purpose of the Trust. Such direction may be exercised at any Basic Document. The Certificate Majority shall not instruct time by written instruction of the Owner Trustee in a manner inconsistent with this Agreement or the Basic DocumentsTransferor pursuant to Article IV. (b) The Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Basic Transaction Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority Transferor requesting instruction from the Transferor 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 Certificate MajorityTransferor received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents or Transaction Documents, as it shall deem to be in the best interests interest of the CertificateholdersTransferor, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic 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 provides no direction to 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 Certificate Majority Transferor 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 from the Transferor, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Transaction Documents, as it shall deem to be in the best interests interest of the CertificateholdersTransferor, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV, the Certificate Majority Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Certificateholders (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. The Certificate Majority 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 Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority 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 Certificate MajorityInstructing Party received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents or Documents, as it shall deem to be in the best interests of the CertificateholdersCertificateholders 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 Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority 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 liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the CertificateholdersCertificateholders and the Security Insurer, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IVV and in accordance with the terms of the Operative Agreements, the Certificate Majority shall have the exclusive right to Certificateholders may by written instruction direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent but only to the extent consistent with the express terms set forth herein or in limited purpose of the Trust. Such direction may be exercised at any Basic Document. The Certificate Majority shall not instruct time by written instruction of the Owner Trustee in a manner inconsistent with Certificateholders pursuant to this Agreement or the Basic Documents.Article V. (b) The Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document Operative Agreement if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document Operative Agreement or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Basic Documentother Operative Agreement, the Owner Trustee shall promptly give notice (or in such form as shall be appropriate under the circumstances) to the Certificate Majority 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 Certificate Majority, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents or as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document other Operative Agreement or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this 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 promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority 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 receivedof a majority of Percentage Interest of the Holders of Trust Certificates, except as provided in Section 5.06, the Owner Trustee shall not be liable, liable on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, action not inconsistent with this Agreement or the Basic Documentsany other Operative Agreement, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IVIV herein and in accordance with the terms of the Transaction Documents, the Certificate Majority shall have the exclusive right to Transferor may by written instruction direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent Trust but only to the extent consistent with the express terms set forth herein or in limited purpose of the Trust. Such direction may be exercised at any Basic Document. The Certificate Majority shall not instruct time by written instruction of the Owner Trustee in a manner inconsistent with this Agreement or the Basic DocumentsTransferor. (b) The Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Basic Transaction Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority Transferor requesting instruction from the Transferor 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 Certificate MajorityTransferor received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents or Transaction Documents, as it shall deem to be in the best interests interest of the CertificateholdersTransferor, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic 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 provides no direction to 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 Certificate Majority Transferor 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 from the Transferor, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Transaction Documents, as it shall deem to be in the best interests interest of the CertificateholdersTransferor, 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 Certificate Majority shall have Transaction Documents, the exclusive right to Certificateholder may, by written instruction, 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. The Certificate Majority shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic DocumentsIssuer. (b) The Subject to Section 7.1, the Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority 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 Certificate Majority, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (Transaction Document or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents or as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this 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 Certificate Majority Certificateholders requesting written instruction andas to the course of action to be adopted or application of such provision, 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 Majority Certificateholders received, the Owner Trustee shall not be liable, liable on account of such action or inaction, inaction to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Transaction Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV, and in accordance with the Certificate Majority shall have terms of the exclusive right to Transaction Documents, the Depositor may, by written instruction, 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. The Certificate Majority shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Notwithstanding any other provision herein or in any other Transaction Document, the Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in personal liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic other Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic other Transaction Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority Insurer (so long as no Insurer Default has occurred and is continuing) and the Depositor 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 Certificate MajorityInsurer or the Depositor received, the Owner Trustee shall not be personally liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate written instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents or action as it shall deem to be in the best interests of the Certificateholders, Depositor and shall have no personal liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic 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 is incomplete as to the course of action that the Owner Trustee is required or permitted 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 Certificate Majority Insurer (so long as no Insurer Default has occurred and is continuing) and the Depositor 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, not inconsistent with this Agreement or the Basic Documents, action as it shall deem to be in the best interests of the Certificateholders, Depositor and shall have no personal liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IVV and in accordance with the terms of the Operative Agreements, the Certificate Majority shall have the exclusive right to Ownership Certificateholder may by written instruction direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent but only to the extent consistent with the express terms set forth herein or in limited purpose of the Trust. Such direction may be exercised at any Basic Document. The Certificate Majority shall not instruct time by written instruction of the Owner Trustee in a manner inconsistent with Ownership Certificateholder pursuant to this Agreement or the Basic Documents.Article V. (b) The Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document Operative Agreement if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document Operative Agreement or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Basic Documentother Operative Agreement, the Owner Trustee shall promptly give notice (or in such form as shall be appropriate under the circumstances) to the Certificate Majority 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 Certificate Majority, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents or as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document other Operative Agreement or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this 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 promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority Ownership 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 receivedof the Ownership Certificateholder, the Owner Trustee shall not be liable, liable on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, action not inconsistent with this Agreement or the Basic Documentsany other Operative Agreement, as it shall deem to be in the best interests of the CertificateholdersOwnership Certificateholder, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IVIV and Section 7.01(g) of this Agreement, in accordance with the terms of the Basic Documents, the Certificate Majority shall have the exclusive right to Holders may by written instruction direct the actions of the Owner Trustee or the Trust Agent in the management of the Trust, so long as such instructions are not inconsistent with . Such direction may be exercised at any time by written instruction of the express terms set forth herein or in any Basic Document. The Certificate Majority shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic DocumentsHolders pursuant to Article IV. (b) The Neither the Owner Trustee nor the Trust Agent shall not be required to take any action hereunder or under any other Basic Document if the Owner Trustee or the Trust Agent, as applicable, shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or the Trust Agent, as applicable, or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee or the Trust Agent is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any other Basic Document, the Owner Trustee or the Trust Agent, as applicable, shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority Holders requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee or the Trust Agent, as applicable, acts in good faith in accordance with any written instruction of the Certificate MajorityHolders received, the Owner Trustee or the Trust Agent, as applicable, shall not be liable on account of such action to any Person. If the Owner Trustee or the Trust Agent shall not have received appropriate instruction within 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 and the other Basic Documents or Documents, as it shall deem to be in the best interests of the CertificateholdersHolders, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee or the Trust Agent is unsure as to the application of any provision of this Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or the Trust Agent or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee or the Trust Agent may give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority Holders requesting instruction and, to the extent that the Owner Trustee or the Trust Agent, as applicable, acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee or the Trust Agent, as applicable, shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee or the Trust Agent shall not have received appropriate instruction within 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 Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction.

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

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

Action upon Instruction. (a) Subject to Article IV, and in accordance with the Certificate Majority shall have Transaction Documents, each of the exclusive right to Certificateholders and the Administrator may, by written instruction, direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent with Issuer. Such direction may be exercised at any time by written instruction of the express terms set forth herein or in any Basic Document. The Certificate Majority shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic DocumentsCertificateholders pursuant to Article IV. (b) The Subject to Section 7.1, the Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority 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 Certificate Majority, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (Transaction Document or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents or as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this 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 Certificate Majority Certificateholders or the Administrator requesting instruction andas to the course of action to be adopted or application of such provision, 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 Majority Certificateholders or the Administrator (or, if specifically required hereunder, all Certificateholders) received, the Owner Trustee shall not be liable, liable on account of such action or inaction, 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 Basic Transaction Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction. (d) The Owner Trustee shall not be personally liable for any distribution made in accordance with the provisions set forth in Section 9.1(b).

Action upon Instruction. (a) Subject to Article IVIV and in accordance with the terms of the Transaction Documents, the Certificate Majority shall have the exclusive right to Owners may by written instruction direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent Trust but only to the extent consistent with the express terms set forth herein or in any Basic Documentlimited purpose of the Trust. The Certificate Majority shall not instruct Such direction may be exercised at any-time by written instruction of the Owner Trustee in a manner inconsistent with this Agreement or the Basic DocumentsOwners pursuant to Article IV. (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Basic Transaction Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority Owners and the Securities Insurer requesting instruction from the Owners as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Certificate MajorityOwners received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents or Transaction Documents, as it shall deem to be in the best interests of the CertificateholdersOwners, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic 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 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 Certificate Majority Owners requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Transaction Documents, as it shall deem to be in the best interests of the CertificateholdersOwners, and shall have no liability to any Person for such action or inaction.

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

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

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

Action upon Instruction. (a) Subject to Article IVIV herein and in accordance with the terms of the Transaction Documents, the Certificate Majority shall have the exclusive right to Transferor may by written instruction direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent Trust but only to the extent consistent with the express terms set forth herein or in limited purpose of the Trust. Such direction may be exercised at any Basic Document. The Certificate Majority shall not instruct time by written instruction of the Owner Trustee in a manner inconsistent with this Agreement or the Basic DocumentsTransferor pursuant to Article IV. (b) The Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Basic Transaction Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority Transferor [and the Insurer (so long as no Insurer Default exists)] requesting instruction from the Transferor [and the Insurer (so long as no Insurer Default exists)] 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 Certificate MajorityTransferor [or the Insurer] received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents or Transaction Documents, as it shall deem to be in the best interests interest of the CertificateholdersTransferor, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic 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 provides no direction to 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 Certificate Majority Transferor [and the Insurer] 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 from [the Insurer, or if there is an Insurer Default,] the Transferor, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Transaction Documents, as it shall deem to be in the best interests interest of the CertificateholdersTransferor, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IVV herein and in accordance with the terms of the Transaction Documents, the Certificate Majority shall have the exclusive right to Transferor may by written instruction direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent Trust but only to the extent consistent with the express terms set forth herein or in limited purpose of the Trust. Such direction may be exercised at any Basic Document. The Certificate Majority shall not instruct time by written instruction of the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents.Transferor pursuant to Article V. (b) The Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Basic Transaction Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority Transferor and the Insurer (so long as no Insurer Default exists) requesting instruction from the Transferor and the Insurer (so long as no Insurer Default exists) 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 Certificate MajorityTransferor or the Insurer received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents or Transaction Documents, as it shall deem to be in the best interests interest of the CertificateholdersTransferor, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic 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 provides no direction to 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 Certificate Majority Transferor and the Insurer 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 from the Insurer, or if there is an Insurer Default, the Transferor, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Transaction Documents, as it shall deem to be in the best interests interest of the CertificateholdersTransferor, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IVIV herein and in accordance with the terms of the Transaction Documents, the Certificate Majority shall have the exclusive right to Transferor may by written instruction direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent assets of the Trust but only to the extent consistent with the express terms set forth herein or in limited purpose of the Trust. Such direction may be exercised at any Basic Document. The Certificate Majority shall not instruct time by written instruction of the Owner Trustee in a manner inconsistent with this Agreement or the Basic DocumentsTransferor. (b) The Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Basic Transaction Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority Transferor requesting instruction from the Transferor 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 Certificate MajorityTransferor received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents or Transaction Documents, as it shall deem to be in the best interests interest of the CertificateholdersTransferor, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic 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 provides no direction to 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 Certificate Majority Transferor 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 from the Transferor, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Transaction Documents, as it shall deem to be in the best interests interest of the CertificateholdersTransferor, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to this Article IVV and, in particular, Section 5.07 and in accordance with the Certificate Majority shall have terms of the exclusive right to Operative Agreements, a majority in interest of the Holders may by written instruction direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent but only to the extent consistent with the express terms set forth herein or limited purpose of the Trust and the limited role of the Owner Trustee. Such direction may be exercised at any time by written instruction of the Holders pursuant to this Article V. In the event a majority in any Basic Document. The Certificate Majority shall not instruct interest of the Holders directs the Owner Trustee in to request a manner inconsistent with this Agreement or supplemental indenture, the Basic DocumentsHolders shall be responsible for obtaining the Opinion of Counsel required by Sections 9.02 and 9.08 of the Indenture. (b) The Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document Operative Agreement if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document Operative Agreement or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Basic Documentother Operative Agreement, the Owner Trustee shall promptly give notice (or in such form as shall be appropriate under the circumstances) to the Certificate Majority 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 Certificate Majority, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents or as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document other Operative Agreement or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this 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 promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority Holders 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 receivedof a majority of the Percentage Interest of the Holders of the Owner Trust Certificates, or the direction of the Holders of 100% Percentage Interest in the Trust Certificates, in connection with a matter as to which Section 5.06 requires the consent of the Holders of 100% Percentage Interest in the Trust Certificates, the Owner Trustee shall not be liable, liable on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such reasonably shorter period of time as reasonably may be specified in such notice or as reasonably 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 Basic Documentsany other Operative Agreement, as it shall deem to be in the best interests of the CertificateholdersHolders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

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

Action upon Instruction. (a) Subject to this Article IVV and, in particular, Section 5.07 and in accordance with the Certificate Majority shall have terms of the exclusive right to Operative Agreements, a majority in interest of the Holders may by written instruction direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent but only to the extent consistent with the express terms set forth herein or limited purpose of the Trust and the limited role of the Owner Trustee. Such direction may be exercised at any time by written instruction of the Holders pursuant to this Article V. In the event a majority in any Basic Document. The Certificate Majority shall not instruct interest of the Holders directs the Owner Trustee in to request a manner inconsistent with this Agreement or supplemental indenture, the Basic DocumentsHolders shall be responsible for obtaining the Opinion of Counsel required by Sections 9.02 and 9.08 of the Indenture. (b) The Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document Operative Agreement if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document Operative Agreement or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Basic Documentother Operative Agreement, the Owner Trustee shall promptly give notice (or in such form as shall be appropriate under the circumstances) to the Certificate Majority 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 Certificate Majority, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents or as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document other Operative Agreement or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this 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 promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority Holders 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 receivedof a majority of the Percentage Interest of the Holders of the Owner Trust Certificates, except as provided in Section 5.06, the Owner Trustee shall not be liable, liable on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such reasonably shorter period of time as reasonably may be specified in such notice or as reasonably 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 Basic Documentsany other Operative Agreement, as it shall deem to be in the best interests of the CertificateholdersHolders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV, the Certificate Majority 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. The Certificate Majority 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 Basic other Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in personal liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (cb) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Transaction Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority O/C Holder requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written such instruction of the Certificate MajorityO/C Holder 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 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or in violation of the Basic Documents or Transaction Documents, as it shall deem to be in the best interests interest of the CertificateholdersOwner, and shall have no personal 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 Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this 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 Certificate Majority O/C Holder 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, not inconsistent with this Agreement or in violation of the Basic Transaction Documents, as it shall deem to be in the best interests of the CertificateholdersOwner, and shall have no personal liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to this Article IVV and in accordance with the terms of the Operative Agreements, the Certificate Majority shall have the exclusive right to Holder may by written instruction direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent but only to the extent consistent with the express terms set forth herein or in limited purpose of the Trust. Such direction may be exercised at any Basic Document. The Certificate Majority shall not instruct time by written instruction of the Owner Trustee in a manner inconsistent with Holder pursuant to this Agreement or the Basic Documents.Article V. (b) The Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document Operative Agreement if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability 201496 HomeBanc 2006-2 Trust Agreement on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document Operative Agreement or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Basic Documentother Operative Agreement, the Owner Trustee shall promptly give notice (or in such form as shall be appropriate under the circumstances) to the Certificate Majority 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 Certificate Majority, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents or as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document other Operative Agreement or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this 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 promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority Holder 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 receivedof the Holder, the Owner Trustee shall not be liable, liable on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, action not inconsistent with this Agreement or the Basic Documentsany other Operative Agreement, as it shall deem to be in the best interests of the CertificateholdersHolder, and the Owner Trustee shall have no liability to any Person for such action or inaction.

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

Action upon Instruction. (a) Subject to Article IVFour, the Certificate Majority shall have Transferor, as holder of the exclusive right to Trust Certificate, may by written instruction direct the actions of the Owner Trustee in the management administration of the TrustIssuer subject to, so long as such instructions are not inconsistent with and in accordance with, the express terms set forth herein or in any Basic Document. The Certificate Majority shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or of the Basic Documents; provided that such instruction shall not, materially adversely affect any Securityholder. (b) The Owner Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or Trustee, is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to lawlaw or any obligation of the Owner Trustee or the Issuer. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any other Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Transferor, as holder of the Trust Certificate Majority 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 Certificate MajorityTrust Certificateholders, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or as 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 Basic Documents or as it shall deem to be in the best interests of the Trust 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 other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement or any other Basic Document 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 Transferor, as holder of the Trust Certificate Majority 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 from Transferor, as holder of the Trust Certificate and in accordance with Sections 6.04 and 6.05, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Trust Certificateholders, and shall have no liability to any Person for such action or inaction. (e) Notwithstanding the foregoing, the right of the Transferor or the Trust 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 IVIV herein and in accordance with the terms of the Transaction Documents, the Certificate Majority shall have the exclusive right to Transferor may by written instruction direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent Trust but only to the extent consistent with the express terms set forth herein or in limited purpose of the Trust. Such direction may be exercised at any Basic Document. The Certificate Majority shall not instruct time by written instruction of the Owner Trustee in a manner inconsistent with this Agreement or the Basic DocumentsTransferor pursuant to Article IV. (b) The Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Basic Transaction Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority Transferor and the Insurer (so long as no Insurer Default exists) requesting instruction from the Transferor and the Insurer (so long as no Insurer Default exists) 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 Certificate MajorityTransferor or the Insurer received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents or Transaction Documents, as it shall deem to be in the best interests interest of the CertificateholdersTransferor, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic 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 provides no direction to 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 Certificate Majority Transferor and the Insurer 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 from the Insurer, or if there is an Insurer Default, the Transferor, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Transaction Documents, as it shall deem to be in the best interests interest of the CertificateholdersTransferor, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IVIV herein and in accordance with the terms of the Program Documents, the Certificate Majority shall have the exclusive right to Transferor may by written instruction direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent Trust but only to the extent consistent with the express terms set forth herein or in limited purpose of the Trust. Such direction may be exercised at any Basic Document. The Certificate Majority shall not instruct time by written instruction of the Owner Trustee in a manner inconsistent with this Agreement or the Basic DocumentsTransferor. (b) The Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Program Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Program Document 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 Basic Program Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority Transferor requesting instruction from the Transferor 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 Certificate MajorityTransferor received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents or Program Documents, as it shall deem to be in the best interests interest of the CertificateholdersTransferor, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Program 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 provides no direction to 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 Certificate Majority Transferor 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 from the Transferor, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Program Documents, as it shall deem to be in the best interests interest of the CertificateholdersTransferor, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV, the Certificate Majority shall have Owner may, by written instruction, and with the exclusive right to written consent of the Transferor, direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent with . Such direction may be exercised at any time by written instruction of the express terms set forth herein or in any Basic DocumentOwner and the Transferor pursuant to Article IV. The Certificate Majority shall Owner shall, with respect to any action not instruct directed by the Transferor, act in the capacity as Owner Trustee in a manner inconsistent with this Agreement or the Basic Documentsbest interests of the Transferor. (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority 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 Certificate MajorityOwner received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents or Documents, as it shall deem to be in the best interests interest of the CertificateholdersOwner, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority 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 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the CertificateholdersOwner, and shall have no liability to any Person for such action or inaction.

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

Action upon Instruction. (a) Subject to Article IVSection 5.3 of this Agreement, and in accordance with the terms of the Basic Documents, the Certificate Majority shall have the exclusive right to Depositor may, by written instruction, 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. The Certificate Majority 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 Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any other Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority Depositor 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 Certificate MajorityDepositor received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Basic Documents or Documents, as it shall deem to be in the best interests of the CertificateholdersDepositor, 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 Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificate Majority Depositor requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 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 other Basic Documents, as it shall deem to be in the best interests of the CertificateholdersDepositor, and shall have no liability to any Person for such action or inaction.