Common use of Action upon Instruction Clause in Contracts

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

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

Action upon Instruction. (a) Subject to Article IV IV, Section 7.01 and in accordance with the terms of the Transaction Documents to which the Trust is a partyBasic Documents, the Certificateholders Company may by written instruction direct the Owner Eligible Lender Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders Company pursuant to Article IV. (b) The Owner Eligible Lender Trustee shall not be required to take any action hereunder or under any Transaction other Basic Document to which the Trust is a party if the Owner Eligible Lender Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Eligible Lender Trustee or is contrary to the terms hereof or of any Transaction other Basic Document to which the Trust is a party or is otherwise contrary to law. (c) Whenever the Owner Eligible Lender Trustee is unable to decide determine the appropriate course of action between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document to which the Trust is a partyother Basic Document, the Owner Eligible Lender Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders Company requesting instruction as to the course of action to be adopted, and to the extent the Owner Eligible Lender Trustee acts in good faith in accordance with any written instruction of the Certificateholders Company received, the Owner Eligible Lender Trustee shall not be personally liable on account of such action or inaction to any Person. If the Owner Eligible Lender Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Agreement or the Transaction Documents to which the Trust is a partyother Basic Documents, as it shall deem necessaryto be in the best interests of the Company, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Eligible Lender Trustee is unsure as to the application of any provision of this Agreement or any Transaction other Basic Document to which the Trust is a party or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Eligible Lender Trustee or is silent or is incomplete as to the course of action that the Owner Eligible Lender Trustee is required to take with respect to a particular set of facts, the Owner Eligible Lender Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders Company and any Swap Counterparties requesting instruction from the Company and, to the extent that the Owner Eligible Lender Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Eligible Lender Trustee shall not be personally liable, on account of such action or inaction, to any Person. If the Owner Eligible Lender Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Agreement or the Transaction Documents to which the Trust is a partyother Basic Documents, as it shall deem necessary, to be in the best interests of the Company and shall have no liability to any Person for such action or inaction. (e) Upon the satisfaction of the Rating Agency Swap Condition, if the Administrator so directs, the Eligible Lender Trustee shall enter into, from time to time, Swap Agreements. Upon satisfaction of the Rating Agency Swap Condition, if the Administrator directs, the Eligible Lender Trustee shall enter into an amendment to a Swap Agreement with a Swap Counterparty for the sole purpose to cure any ambiguity to the Swap Agreement or to change the notional amount of a Swap Agreement. Notwithstanding the foregoing, the cumulative notional amount of any Swap Agreements may never exceed the outstanding principal balance of the Notes.

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

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

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

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

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

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

Action upon Instruction. (a) Subject to Article IV and in accordance with The Depositor or the terms of the Transaction Documents to which the Trust is a partyAdministrator may, the Certificateholders may by written instruction instruction, direct the Owner Trustee or any Attorney in the management of the TrustIssuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IVDepositor or the Administrator. In the event of conflicting instructions or requests from the Depositor and the Administrator, the instruction or request from the Depositor shall in all cases prevail. (ba) The Owner Trustee or the Administrator, as the case may be, shall not be required to take any action hereunder or under any Transaction Document to which the Trust is a party if the Owner Trustee or the Administrator, respectively shall have reasonably determined, determined or shall have been advised by counsel, counsel that such action is likely to result in liability on the part of the Owner Trustee or the Administrator, respectively, or is contrary to the terms hereof or of any Transaction Document to which the Trust is a party or is otherwise contrary to law. (cb) Whenever the Owner Trustee or the Administrator, as the case may be, is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Transaction Document or is unsure as to which the Trust application of any provision of this Agreement or any Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or the Administrator, respectively, or is silent or is incomplete as to the course of action that the Owner Trustee or the Administrator, respectively, is required to take with respect to a partyparticular set of facts, the Owner Trustee or the Administrator, as the case may be, shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders Depositor or the Administrator, as the case may be, requesting instruction as to the course of action to be adoptedadopted or application of such provision, and to the extent the Owner Trustee or the Administrator, as the case may be, acts or refrains from acting in good faith in accordance with any written instruction of the Certificateholders Depositor or the Administrator, as the case may be, received, the Owner Trustee or the Administrator, as the case may be, shall not be personally liable on account of such action or inaction to any Person. If the Owner Trustee or the Administrator, as the case may be, shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action action, not inconsistent with this Agreement or the Transaction Documents to which the Trust is a partyDocuments, as it shall deem necessaryto be in the best interests of the Issuer, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Transaction Document to which the Trust is a party or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be personally liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the Transaction Documents to which the Trust is a party, as it shall deem necessary, and shall have no liability to any Person for such action or inaction.