Common use of Action Upon Instructions Clause in Contracts

Action Upon Instructions. (a) The Owner Trustee shall take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIII; provided, however, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, (ii) is likely to result in personal liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b) No Owner shall direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. (d) The Owner Trustee shall not have the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Owners.

Action Upon Instructions. (a) It is the intention of the Beneficiary that the powers and duties of the Owner Trustee are to be purely ministerial only. Accordingly, subject to Section 5.01(b) and 5.01(c) the Beneficiary will direct the Owner Trustee in the management of the Note Issuance Trust and the Trust Estate. Such direction shall be exercised at any time only by written instruction of the Beneficiary delivered to the Owner Trustee pursuant to this Article V. Notwithstanding any other provision of this Agreement, the Owner Trustee shall not take any action including but not limited to the execution of any documents, certificates or other instruments (other than the Transaction Documents and any documents, certificates or other instruments attached thereto or contemplated thereby), unless it receives written instructions from the Beneficiary. (b) The Owner Trustee shall will take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIISection 5.01(a); provided, however, that the Owner Trustee shall will not be required to take any such action if it shall have reasonably determined, or shall the Trustee Bank will have been advised by counsel, counsel that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Note Issuance Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is reasonably likely to result in personal liability on the part of the Owner TrusteeTrustee Bank, unless the Owners shall Trustee Bank will have provided to the Owner Trustee received additional indemnification or security reasonably satisfactory to the Owner Trustee Bank from the Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (bc) No Owner shall The Beneficiary will not direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall will the Owner Trustee be obligated to follow any such direction, if given. (cd) Notwithstanding anything contained herein or in any Trust Related Agreement In the event that the Owner Trustee is unsure as to the contraryapplication of any provision of this Agreement or any Transaction Document, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action to be adopted, the Owner Trustee will promptly give notice to the Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Owner Trustee acts in good faith in accordance with such written instructions received from the Beneficiary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking liable on account of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of to any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject Person. If the Owner Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to personal jurisdiction be in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation best interests of the transactions by the Owner Trustee contemplated herebyBeneficiary, and will have no liability to any Person for such action or inaction. (de) The Owner Trustee shall not have will, subject to this Section 5.01, act in accordance with the power instructions given to remove it by the Administrator under the Administration Agreement or appoint a successor Administrator Beneficiary pursuant to Section 5.01(a), and to the Administration Agreement without written instruction by extent the OwnersOwner Trustee acts in good faith in accordance with such instructions, the Owner Trustee will not be liable on account of such action to any Person.

Action Upon Instructions. (a) The Owner Trustee shall take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIII; provided, however, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, (ii) is likely to result in personal liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s 's taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b) No Owner shall direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. (d) The Owner Trustee shall not have the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Owners.

Action Upon Instructions. (a) It is the intention of the Beneficiary that the powers and duties of the Owner Trustee are to be purely ministerial only. Accordingly, subject to subsections 6.01(b) and 6.01(c), and Article VII, the Beneficiary will direct the Owner Trustee in the management of the Trust and the Trust Estate. Such direction will be exercised at any time only by written instruction of the Beneficiary delivered to the Owner Trustee pursuant to this Article VI. Notwithstanding any other provision of this Agreement, but subject to Section 2.03, the Owner Trustee will not take any action including but not limited to the execution of any documents, certificates or other instruments (other than the Transaction Documents and any documents, certificates or other instruments attached thereto or contemplated thereby), unless it receives written instructions from the Beneficiary. (b) The Owner Trustee shall will take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIIsubsection 6.01(a); provided, however, that the Owner Trustee shall will not be required to take any such action if it shall have reasonably determined, or shall the Trustee Bank will have been advised by counsel, counsel that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is reasonably likely to result in personal liability on the part of the Owner TrusteeTrustee Bank, unless the Owners shall Trustee Bank will have provided to the Owner Trustee received additional indemnification or security reasonably satisfactory to the Owner Trustee Bank from the Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (bc) No Owner shall Beneficiary will direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall will the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. (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 such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action to be adopted, the Owner Trustee will promptly give notice to the Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Owner Trustee acts in good faith in accordance with such written instructions received from the Beneficiary, the Owner Trustee will not be liable on account of such action to any Person. If the Owner Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice), it may, but will be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to be in the best interests of the Beneficiary, and will have no liability to any Person for such action or inaction. (e) The Owner Trustee shall not have will, subject to this Section 6.01, act in accordance with the power instructions given to remove it by the Administrator under the Administration Agreement or appoint a successor Administrator Beneficiary pursuant to subsection 6.01(b), and to the Administration Agreement without written instruction by extent the OwnersOwner Trustee acts in good faith in accordance with such instructions, the Owner Trustee will not be liable on account of such action to any Person.

Action Upon Instructions. (a) The Owner Trustee shall take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIII; providedPROVIDED, howeverHOWEVER, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, (ii) is likely to result in personal liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s 's taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b) No Owner shall direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. (d) The Owner Trustee shall not have the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Owners.

Action Upon Instructions. (a) The Owner Trustee shall take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIIIV; provided, however, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is likely to result in personal liability on the part of the Owner Trustee, unless the Owners Owner shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s 's taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b) No The Owner shall not direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. (d) The Owner Trustee shall not have the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Owners.

Action Upon Instructions. (a) It is the intention of the Beneficiary that the powers and duties of the Owner Trustee are to be purely ministerial only. Accordingly, subject to Section 5.01(b) and 5.01(c), and Article XII, the Beneficiary will direct the Owner Trustee in the management of the Trust and the Trust Estate. Such direction shall be exercised at any time only by written instruction of the Beneficiary delivered to the Owner Trustee pursuant to this Article V. Notwithstanding any other provision of this Agreement, the Owner Trustee shall not take any action including but not limited to the execution of any documents, certificates or other instruments, unless it receives written instructions from the Beneficiary. (b) The Owner Trustee shall will take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIISection 5.01(a); provided, however, that the Owner Trustee shall will not be required to take any such action if it shall have reasonably determined, or shall the Trustee Bank will have been advised by counsel, counsel that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is reasonably likely to result in personal liability on the part of the Owner TrusteeTrustee Bank, unless the Owners shall Trustee Bank will have provided to the Owner Trustee received additional indemnification or security reasonably satisfactory to the Owner Trustee Bank from the Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s 's taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (bc) No Owner shall The Beneficiary will not direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall will the Owner Trustee be obligated to follow any such direction, if given. (cd) Notwithstanding anything contained herein or in any Trust Related Agreement In the event that the Owner Trustee is unsure as to the contraryapplication of any provision of this Agreement or any Transaction Document, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action to be adopted, the Owner Trustee will promptly give notice to the Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Owner Trustee acts in good faith in accordance with such written instructions received from the Beneficiary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking liable on account of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of to any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject Person. If the Owner Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to personal jurisdiction be in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation best interests of the transactions by the Owner Trustee contemplated herebyBeneficiary, and will have no liability to any Person for such action or inaction. (de) The Owner Trustee shall not have will, subject to this Section 5.01, act in accordance with the power instructions given to remove it by the Administrator under the Administration Agreement or appoint a successor Administrator Beneficiary pursuant to Section 5.01(b), and to the Administration Agreement without written instruction by extent the OwnersOwner Trustee acts in good faith in accordance with such instructions, the Owner Trustee will not be liable on account of such action to any Person.

Action Upon Instructions. (a) It is the intention of the Beneficiary that the powers and duties of the Owner Trustee are to be purely ministerial only, and that the Beneficiary will have the power to direct the Owner Trustee as to all nonministerial matters concerning the administration of the Trust (to the extent such matters are within the powers of the Beneficiary). Accordingly, subject to subsections 5.01(b), 5.01 (c), and Article XII, the Beneficiary will direct the Owner Trustee in the management of the Trust and the Trust Estate. Such direction shall be exercised at any time only by written instruction of the Beneficiary delivered to the Owner Trustee pursuant to this Article V. (b) The Owner Trustee shall will take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIIsubsection 5.01(a); provided, however, that the Owner Trustee shall will not be required to take any such action if it shall have reasonably determined, or shall the Trustee Bank will have been advised by counsel, counsel that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is reasonably likely to result in personal liability on the part of the Owner TrusteeTrustee Bank, unless the Owners shall Trustee Bank will have provided to the Owner Trustee received additional indemnification or security reasonably satisfactory to the Owner Trustee Bank from the Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s 's taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (bc) No Owner shall The Beneficiary will not direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall will the Owner Trustee be obligated to follow any such direction, if given. (cd) Notwithstanding anything contained herein or in any Trust Related Agreement In the event that the Owner Trustee is unsure as to the contraryapplication of any provision of this Agreement or any Transaction Document, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action to be adopted, the Owner Trustee will promptly give notice to the Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Owner Trustee acts in good faith in accordance with such written instructions received from the Beneficiary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking liable on account of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of to any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject Person. If the Owner Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to personal jurisdiction be in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation best interests of the transactions by the Owner Trustee contemplated herebyBeneficiary, and will have no liability to any Person for such action or inaction. (de) The Owner Trustee shall not have will, subject to this Section 5.01, act in accordance with the power instructions given to remove it by the Administrator under the Administration Agreement or appoint a successor Administrator Beneficiary pursuant to Section 5.01(b), and to the Administration Agreement without written instruction by extent the OwnersOwner Trustee acts in good faith in accordance with such instructions, the Owner Trustee will not be liable on account of such action to any Person.

Action Upon Instructions. (a) It is the intention of the Beneficiary that the powers and duties of the Owner Trustee are to be purely ministerial only, and that the Beneficiary will have the power to direct the Owner Trustee as to all nonministerial matters concerning the administration of the Trust (to the extent such matters are within the powers of the Beneficiary). Accordingly, subject to subsections 5.01(b), 5.01 (c), and Article XII, the Beneficiary will direct the Owner Trustee in the management of the Trust and the Trust Estate. Such direction shall be exercised at any time only by written instruction of the Beneficiary delivered to the Owner Trustee pursuant to this Article V. (b) The Owner Trustee shall will take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIIsubsection 5.01(a); provided, however, that the Owner Trustee shall will not be required to take any such action if it shall have reasonably determined, or shall have the Trustee Bank has been advised by counsel, counsel that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is reasonably likely to result in personal liability on the part of the Owner TrusteeTrustee Bank, unless the Owners shall Trustee Bank will have provided to received from the Owner Trustee Beneficiary additional indemnification or security reasonably satisfactory to the Owner Trustee Bank against all costs, expenses and liabilities arising from the Owner Trustee’s 's taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (bc) No Owner shall The Beneficiary will not direct the Owner Trustee to take or refrain from taking any action that is not authorized or permitted by this Agreement or is contrary to this Agreement or any Trust Related Agreement, nor shall will the Owner Trustee be obligated to follow any such direction, if given. (cd) Notwithstanding anything contained herein or in any Trust Related Agreement In the event that the Owner Trustee is unsure as to the contraryapplication of any provision of this Agreement or any Transaction Document, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action to be adopted, the Owner Trustee will promptly give notice to the Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Owner Trustee acts in good faith in accordance with such written instructions received from the Beneficiary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking liable on account of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of to any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject Person. If the Owner Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to personal jurisdiction be in the best interests of the Beneficiary, and will have no liability to any jurisdiction other than Person for such action or inaction. (e) The Owner Trustee will, subject to this Section 5.01, act in accordance with the State of Delaware for causes of action arising from acts unrelated instructions given to it by the Beneficiary pursuant to Section 5.01(b), and to the consummation of the transactions by extent the Owner Trustee contemplated herebyacts in good faith in accordance with such instructions, the Owner Trustee will not be liable on account of such action to any Person. (df) The Owner Trustee shall not be deemed to have discharged its duties and responsibilities hereunder and under the power Transaction Documents to remove the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee hereunder or under and Transaction Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the OwnersAgreement.

Action Upon Instructions. (a) The Owner Indenture Trustee ------------------------ shall, upon the written instruction at any time and from time to time of a Majority in Interest of Holders of Notes, give such notice, consent or direction or exercise such right, remedy or power hereunder or under the Charter or any other agreement constituting part of the Indenture Estate as shall take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIIsuch instruction; provided, however, that nothing set forth in this Section 6.02 (a) shall entitle the Owner Holders to cause the Indenture Trustee to give any notice or exercise any right, power or remedy that is not elsewhere authorized by, or is otherwise restricted or prohibited by, this Indenture. If the Indenture Trustee shall not be required have received instructions as above provided within 20 days after mailing of the notice pursuant to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary Section 6.01 to the terms hereof or of any document contemplated hereby to which Holders, the Trust or the Owner Indenture Trustee is a party or is otherwise contrary to law, (ii) is likely to result in personal liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking of may take such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b) No Owner refrain from taking such action, but shall direct the Owner Trustee be under no duty to take or refrain from taking any action, with respect to such Indenture Event of Default, Event of Loss or fact as it shall determine to be advisable and in the best interest of the Holders. If the Indenture Trustee receives any instructions after the expiration of the aforementioned 20-day period, the Indenture Trustee shall use its best efforts to conform any action contrary being taken to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if givencomply with those instructions. (cb) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner The Indenture Trustee shall not be required consent to take the assignment by the Charterer of all or any action in any jurisdiction other than in material portion of its right, title and interest in, to and under the State of Delaware if the taking of such action will Charter, except (i) require with respect to an assignment permitted under Section 20(c) of the consent Charter or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result upon the written instruction at any time and from time to time of a Majority in any fee, tax or other governmental charge under Interest of Holders of Notes. Nothing set forth herein shall be construed to permit such assignment without the laws consent of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; Trust or (iii) subject to adversely affect any right of the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated herebyTrust. (d) The Owner Trustee shall not have the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Owners.

Action Upon Instructions. (a) The Owner Indenture Trustee ------------------------ shall, upon the written instruction at any time and from time to time of a Majority in Interest of Holders of Notes, give such notice, consent or direction or exercise such right, remedy or power hereunder or under the Charter or any other agreement constituting part of the Indenture Estate as shall take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIIsuch instruction; provided, however, that nothing set forth in this Section 6.02 (a) shall entitle the Owner Holders to cause the Indenture Trustee to give any notice or exercise any right, power or remedy that is not elsewhere authorized by, or is otherwise restricted or prohibited by, this Indenture or any other Operative Document. If the Indenture Trustee shall not be required have received instructions as above provided within 20 days after mailing of the notice pursuant to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary Section 6.01 to the terms hereof or of any document contemplated hereby to which Holders, the Trust or the Owner Indenture Trustee is a party or is otherwise contrary to law, (ii) is likely to result in personal liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking of may take such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b) No Owner refrain from taking such action, but shall direct the Owner Trustee be under no duty to take or refrain from taking any action, with respect to such Indenture Event of Default, Event of Loss or material fact as it shall determine to be advisable and in the best interest of the Holders. If the Indenture Trustee receives any instructions after the expiration of the aforementioned 20-day period, the Indenture Trustee shall use its best efforts to conform any action contrary being taken to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if givencomply with those instructions. (cb) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner The Indenture Trustee shall not be required consent to take the assignment by the Charterer of all or any action in any jurisdiction other than in material portion of its right, title and interest in, to and under the State of Delaware if the taking of such action will Charter, except (i) require with respect to an assignment permitted under Section 20(c) of the consent Charter or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result upon the written instruction at any time and from time to time of a Majority in any fee, tax or other governmental charge under Interest of Holders of Notes. Nothing set forth herein shall be construed to permit such assignment without the laws consent of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; Trust or (iii) subject to adversely affect any right of the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated herebyTrust. (d) The Owner Trustee shall not have the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Owners.

Action Upon Instructions. (a) It is the intention of the Beneficiary that the powers and duties of the Owner Trustee are to be purely ministerial only, and that the Beneficiary will have the power to direct the Owner Trustee as to all nonministerial matters concerning the administration of the Trust (to the extent such matters are within the powers of the Beneficiary). Accordingly, subject to Sections 5.01(b) and 5.01(c), and Article XII, the Beneficiary will direct the Owner Trustee in the management of the Trust and the Trust Estate. Such direction shall be exercised at any time only by written instruction of the Beneficiary delivered to the Owner Trustee pursuant to this Article V. (b) The Owner Trustee shall will take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIISection 5.01(a); provided, however, that the Owner Trustee shall will not be required to take any such action if it shall have reasonably determined, or shall have the Trustee Bank has been advised by counsel, counsel that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is reasonably likely to result in personal liability on the part of the Owner TrusteeTrustee Bank, unless the Owners shall Trustee Bank will have provided to received from the Owner Trustee Beneficiary additional indemnification or security reasonably satisfactory to the Owner Trustee Bank against all costs, expenses and liabilities arising from the Owner Trustee’s 's taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (bc) No Owner shall The Beneficiary will not direct the Owner Trustee to take or refrain from taking any action that is not authorized or permitted by this Agreement or is contrary to this Agreement or any Trust Related Agreement, nor shall will the Owner Trustee be obligated to follow any such direction, if given. (cd) Notwithstanding anything contained herein or in any Trust Related Agreement In the event that the Owner Trustee is unsure as to the contraryapplication of any provision of this Agreement or any Transaction Document, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action to be adopted, the Owner Trustee will promptly give notice to the Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Owner Trustee acts in good faith in accordance with such written instructions received from the Beneficiary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking liable on account of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of to any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject Person. If the Owner Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to personal jurisdiction be in the best interests of the Beneficiary, and will have no liability to any jurisdiction other than Person for such action or inaction. (e) The Owner Trustee will, subject to this Section 5.01, act in accordance with the State of Delaware for causes of action arising from acts unrelated instructions given to it by the Beneficiary pursuant to Section 5.01(a), and to the consummation of the transactions by extent the Owner Trustee contemplated herebyacts in good faith in accordance with such instructions, the Owner Trustee will not be liable on account of such action to any Person. (df) The Owner Trustee shall not be deemed to have discharged its duties and responsibilities hereunder and under the power Transaction Documents to remove the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee hereunder or under any Transaction Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the OwnersAgreement.

Action Upon Instructions. (a) The Owner Trustee shall take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIII; VIII; provided, however, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, (ii) is likely to result in personal liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b) No Owner shall direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. (d) The Owner Trustee shall not have the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Owners.

Action Upon Instructions. (a) It is the intention of the Beneficiary that the powers and duties of the Owner Trustee are to be purely ministerial only. Accordingly, subject to subsections 6.01(b) and 6.01(c), and Article VII, the Beneficiary will direct the Owner Trustee in the management of the Trust and the Trust Estate. Such direction will be exercised at any time only by written instruction of the Beneficiary delivered to the Owner Trustee pursuant to this Article VI. Notwithstanding any other provision of this Agreement, but subject to Section 2.03, the Owner Trustee will not take any action including but not limited to the execution of any documents, certificates or other instruments (other than the Transaction Documents and any documents, certificates or other instruments attached thereto or contemplated thereby), unless it receives written instructions from the Beneficiary. (b) The Owner Trustee shall will take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIIsubsection 6.01(a); provided, however, that the Owner Trustee shall will not be required to take any such action if it shall have reasonably determined, or shall the Trustee Bank will have been advised by counsel, counsel that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is reasonably likely to result in personal liability on the part of the Owner TrusteeTrustee Bank, unless the Owners shall Trustee Bank will have provided to the Owner Trustee received additional indemnification or security reasonably satisfactory to the Owner Trustee Bank from the Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s 's taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (bc) No Owner shall Beneficiary will direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall will the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. (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 such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action to be adopted, the Owner Trustee will promptly give notice to the Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Owner Trustee acts in good faith in accordance with such written instructions received from the Beneficiary, the Owner Trustee will not be liable on account of such action to any Person. If the Owner Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice), it may, but will be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to be in the best interests of the Beneficiary, and will have no liability to any Person for such action or inaction. (e) The Owner Trustee shall not have will, subject to this Section 6.01, act in accordance with the power instructions given to remove it by the Administrator under the Administration Agreement or appoint a successor Administrator Beneficiary pursuant to subsection 6.01(b), and to the Administration Agreement without written instruction by extent the OwnersOwner Trustee acts in good faith in accordance with such instructions, the Owner Trustee will not be liable on account of such action to any Person.

Action Upon Instructions. (ai) The Owner Trustee shall take such action or actions as Required Lenders may be specified by joint written instruction direct the Collateral Agent in this Agreement or in the administration of the Collateral and any instructions delivered in accordance with this Article IV or Article VIII; providedmatter affecting the Collateral. (ii) Notwithstanding the foregoing, however, that the Owner Trustee Collateral Agent shall not be required to take any such action hereunder or under any other related document at the request of the Required Lenders or otherwise if it the Collateral Agent shall have reasonably determined, or shall have been advised by counsel, that such action (i) is likely to result in liability on the part of the Collateral Agent or is contrary to the terms hereof or of any other document contemplated hereby relating to which the Trust or the Owner Trustee is a party Notes or is otherwise contrary to law; provided, (ii) is likely to result in personal liability on however, that the part of the Owner Trustee, unless the Owners Collateral Agent shall have provided no obligation to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking of make any such action, or determination. (iii) would adversely affect Whenever the status Collateral Agent is unable to decide between alternative courses of action permitted or required by the Trust terms of this Agreement or under any other related document, or in the event that the Collateral Agent is unsure as to the application of any provision of this Agreement or any other related document, or believes 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 related document permits any determination or discretion by the Collateral Agent or is silent or is incomplete as to the course of action that the Collateral Agent is required to take with respect to a partnership for Federal income tax purposes. particular set of facts, the Collateral Agent shall promptly give notice (bin such form as shall be appropriate under the circumstances) No Owner to each Lender requesting instruction as to the course of action to be adopted, and to the extent the Collateral Agent acts in good faith in accordance with any written instructions received from the Required Lenders, the Collateral Agent shall direct not be liable on account of such action to any Person. If the Owner Trustee to Collateral Agent shall not have received appropriate instruction within 10 days of such notice (or such shorter period 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 any such action contrary as it shall deem to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State best interests of Delaware if the taking of Lenders; and the Collateral Agent shall have no liability to any Person for such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated herebyinaction. (d) The Owner Trustee shall not have the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Owners.

Action Upon Instructions. (a) The Owner Subject to the terms of Sections ------------------------ 5.1 and 5.3, upon the written instructions at any time and from time to time of a Majority in Interest, the Indenture Trustee shall take such action or of the following actions as may be specified in this Agreement such instructions (subject to the rights of the other parties thereto, except to the extent assigned hereunder): (i) subject to and solely to the extent permitted by the terms hereof and of the Lease, give such notice, direction or consent, or exercise such right, remedy or power hereunder or under the Lease or in respect of any part or all of the Indenture Estate or take such other action as shall be specified in such instructions; and (ii) after an Indenture Event of Default shall have occurred and so long as such Indenture Event of Default shall be continuing, subject to Section 5.11, approve as satisfactory to it all matters required by the terms of the Lease to be satisfactory to the Owner Trustee, it being understood that without the written instructions delivered of a Majority in accordance Interest the Indenture Trustee shall not take any action described in clauses (i) and (ii) above. Upon the expiration or earlier termination of the Lease Term with this Article IV or Article VIII; providedrespect to any Unit under the Lease, howeveror, that if and so long as no Indenture Event of Default shall have occurred and be continuing, upon the transfer by the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof Lessee or its designee of any document contemplated hereby Unit pursuant to which Section 10 or 11 of the Trust Lease or the retention by the Owner Trustee is a party or is otherwise contrary of any Unit pursuant to lawSection 10.3 of the Lease, (ii) is likely to result then the Indenture Trustee shall in personal liability on either such case, upon the part written request of the Owner Trustee, unless and receipt by the Owners shall have provided Indenture Trustee of funds necessary to prepay the Owner Trustee indemnification Equipment Notes required to be prepaid in connection with such purchase, termination, retention or security reasonably satisfactory to the Owner Trustee against all costsEvent of Loss, expenses execute and liabilities arising from the Owner Trustee’s taking of such actiondeliver to, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b) No Owner shall direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or directed in any Trust Related Agreement to the contrarywriting by, the Owner Trustee shall not be required to take any action an appropriate instrument (in any jurisdiction other than in the State of Delaware if the taking of such action will (idue form for recording) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions furnished by the Owner Trustee contemplated herebyor the Lessee releasing the affected Unit or Units from the Lien of this Indenture. (d) The Owner Trustee shall not have the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Owners.

Action Upon Instructions. (a) It is the intention of the Beneficiary that the powers and duties of the Owner Trustee are to be purely ministerial only. Accordingly, subject to Section 5.01, Section 6.01(b) and Section 6.01(c), and Article VII, the Beneficiary shall direct the Owner Trustee in the management of the Trust and the Trust Estate. Such direction shall be exercised at any time only by written instruction of the Beneficiary delivered to the Owner Trustee pursuant to this Article VI. Notwithstanding any other provision of this Agreement, but subject to Section 2.03 and Section 5.01, the Owner Trustee shall not take any action including but not limited to the execution of any documents, certificates or other instruments (other than the Transaction Documents and any documents, certificates or other instruments attached thereto or contemplated thereby), unless it receives written instructions from the Beneficiary. (b) The Owner Trustee shall take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIISection 6.01(a); provided, however, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or the Trustee Bank shall have been advised by counsel, counsel that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is reasonably likely to result in personal liability on the part of the Owner TrusteeTrustee Bank, unless the Owners Trustee Bank shall have provided to the Owner Trustee received additional indemnification or security reasonably satisfactory to the Owner Trustee Bank from the Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (bc) No Owner Beneficiary shall direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreementother Transaction Document, nor shall the Owner Trustee be obligated to follow any such direction, if given. (cd) Notwithstanding anything contained herein or in any Trust Related Agreement In the event that the Owner Trustee is unsure as to the contraryapplication of any provision of this Agreement or any Transaction Document, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action to be adopted, the Owner Trustee shall promptly give notice to the Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Owner Trustee acts in good faith in accordance with such written instructions received from the Beneficiary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking liable on account of such action will (i) require to any Person. If the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. (d) The Owner Trustee shall not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice), it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to be in the power best interests of the Beneficiary, and shall have no liability to remove any Person for such action or inaction. (e) The Owner Trustee shall, subject to this Section 6.01, act in accordance with the Administrator under instructions given to it by the Administration Agreement or appoint a successor Administrator Beneficiary pursuant to Section 6.01(b), and to the Administration Agreement without written instruction by extent the OwnersOwner Trustee acts in good faith in accordance with such instructions, the Owner Trustee shall not be liable on account of such action to any Person.

Action Upon Instructions. (a) It is the intention of the Beneficiary that the powers and duties of the Trustee are to be purely ministerial only, and that the Managing Beneficiary will have the power to direct the Trustee as to all non-ministerial matters concerning the administration of the Trust (to the extent such matters are within the powers of the Managing Beneficiary). Accordingly, subject to Sections 5.01(b), 5.01(c), and Article XII, the Managing Beneficiary will direct the Trustee in the management of the Trust and the Trust Estate. Such direction will be exercised at any time only by written instruction of the Managing Beneficiary delivered to the Trustee pursuant to this Article V. (b) The Owner Trustee shall will take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIISection 5.01(a); provided, however, that the Owner Trustee shall will not be required to take any such action if it shall have reasonably determined, or shall the Trustee Bank will have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is likely to result in personal liability on the part of the Owner TrusteeTrustee Bank, unless the Owners shall Trustee Bank will have provided to the Owner Trustee received additional indemnification or security reasonably satisfactory to the Owner Trustee Bank from the Managing Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (bc) No Owner shall The Managing Beneficiary will not direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall will the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. (d) The Owner In the event that the Trustee shall is unsure as to the application of any provision of this Agreement, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Trustee or is silent or is incomplete as to the course of action to be adopted, the Trustee will promptly give notice to the Managing Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Trustee acts in good faith in accordance with such written instructions received from the Managing Beneficiary, the Trustee will not be liable on account of such action to any Person. If the Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but will be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to be in the power best interest of the Beneficiary, and will have no liability to remove any Person for such action or inaction. (e) The Trustee will, subject to this Section 5.01, act in accordance with the Administrator under instructions given to it by the Administration Agreement or appoint a successor Administrator Managing Beneficiary pursuant to Section 5.01(a), and to the Administration Agreement without written instruction by extent the OwnersTrustee acts in good faith in accordance with such instructions, the Trustee will not be liable on account of such action to any Person.

Action Upon Instructions. (a) It is the intention of the Beneficiary that the powers and duties of the Owner Trustee are to be purely ministerial only. Accordingly, subject to Section 5.01(b) and 5.01(c), and Article XII, the Beneficiary will direct the Owner Trustee in the management of the Trust and the Trust Estate. Such direction shall be exercised at any time only by written instruction of the Beneficiary delivered to the Owner Trustee pursuant to this Article V. Notwithstanding any other provision of this Agreement, the Owner Trustee shall not take any action including but not limited to the execution of any documents, certificates or other instruments, unless it receives written instructions from the Beneficiary. (b) The Owner Trustee shall will take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIISection 5.01(a); provided, however, that the Owner Trustee shall will not be required to take any such action if it shall have reasonably determined, or shall the Trustee Bank will have been advised by counsel, counsel that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is reasonably likely to result in personal liability on the part of the Owner TrusteeTrustee Bank, unless the Owners shall Trustee Bank will have provided to the Owner Trustee received additional indemnification or security reasonably satisfactory to the Owner Trustee Bank from the Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (bc) No Owner shall The Beneficiary will not direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall will the Owner Trustee be obligated to follow any such direction, if given. (cd) Notwithstanding anything contained herein or in any Trust Related Agreement In the event that the Owner Trustee is unsure as to the contraryapplication of any provision of this Agreement or any Transaction Document, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action to be adopted, the Owner Trustee will promptly give notice to the Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Owner Trustee acts in good faith in accordance with such written instructions received from the Beneficiary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking liable on account of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of to any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject Person. If the Owner Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to personal jurisdiction be in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation best interests of the transactions by the Owner Trustee contemplated herebyBeneficiary, and will have no liability to any Person for such action or inaction. (de) The Owner Trustee shall not have will, subject to this Section 5.01, act in accordance with the power instructions given to remove it by the Administrator under the Administration Agreement or appoint a successor Administrator Beneficiary pursuant to Section 5.01(b), and to the Administration Agreement without written instruction by extent the OwnersOwner Trustee acts in good faith in accordance with such instructions, the Owner Trustee will not be liable on account of such action to any Person.

Action Upon Instructions. (a) The Owner Trustee shall take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIII; provided, however, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, (ii) is likely to result in personal liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b) No Owner shall direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. . (d) The Owner Trustee shall not have the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Owners.

Action Upon Instructions. (a) The Owner Trustee Trustees shall take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIIIX; provided, however, that neither of the Owner Trustee Trustees shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or either of the Owner Trustee Trustees is a party or is otherwise contrary to law, (ii) is likely to result in personal liability on the part of either of the Owner TrusteeTrustees, unless the Owners shall have provided to the Owner Trustee Trustees indemnification or security reasonably satisfactory to the Owner Trustee Trustees against all costs, expenses and liabilities arising from the Owner Trustee’s Trustees’ taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal federal income tax purposes. (b) No Owner shall direct the Owner Trustee Trustees to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee Trustees be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee Trustees shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for from, or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by either of the Owner TrusteeTrustees; or (iii) subject either of the Owner Trustee Trustees to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee Trustees contemplated hereby. (d) The Owner Trustee Trustees shall not have the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the OwnersOwners and SunTrust.

Action Upon Instructions. (a) It is the intention of the Beneficiary that the powers and duties of the Owner Trustee are to be purely ministerial only. Accordingly, subject to Section 5.01(b) and 5.01(c), the Beneficiary will direct the Owner Trustee in the management of the Trust and the Trust Estate. Such direction shall be exercised at any time only by written instruction of the Beneficiary delivered to the Owner Trustee pursuant to this Article V. Notwithstanding any other provision of this Agreement, the Owner Trustee shall not take any action including but not limited to the execution of any documents, certificates or other instruments (other than the Transaction Documents, any documents, certificates or other instruments attached thereto or contemplated thereby, and any other document listed in Section 2.03(b)), unless it receives written instructions from the Beneficiary. (b) The Owner Trustee shall will take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIISection 5.01(a); provided, however, that the Owner Trustee shall will not be required to take any such action if it shall have reasonably determined, or shall the Trustee Bank will have been advised by counsel, counsel that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is reasonably likely to result in personal liability on the part of the Owner TrusteeTrustee Bank, unless the Owners shall Trustee Bank will have provided to the Owner Trustee received additional indemnification or security reasonably satisfactory to the Owner Trustee Bank from the Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s 's taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (bc) No Owner shall The Beneficiary will not direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall will the Owner Trustee be obligated to follow any such direction, if given. (cd) Notwithstanding anything contained herein or in any Trust Related Agreement In the event that the Owner Trustee is unsure as to the contraryapplication of any provision of this Agreement or any other Transaction Document, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action to be adopted, the Owner Trustee will promptly give notice to the Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Owner Trustee acts in good faith in accordance with such written instructions received from the Beneficiary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking liable on account of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of to any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject Person. If the Owner Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to personal jurisdiction be in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation best interests of the transactions by the Owner Trustee contemplated herebyBeneficiary, and will have no liability to any Person for such action or inaction. (de) The Owner Trustee shall not have will, subject to this Section 5.01, act in accordance with the power instructions given to remove it by the Administrator under the Administration Agreement or appoint a successor Administrator Beneficiary pursuant to Section 5.01(a), and to the Administration Agreement without written instruction by extent the OwnersOwner Trustee acts in good faith in accordance with such instructions, the Owner Trustee will not be liable on account of such action to any Person.

Action Upon Instructions. (a) Subject to the terms of this Agreement and in accordance with the terms of the Basic Documents, the Board of Managers may by written instruction direct the Owner Trustee in the discharge of its limited duties specifically set forth herein or in the Act. Such direction may be exercised at any time by written instruction given by an Officer pursuant to this Article V. Notwithstanding any instruction to the contrary by the Owners or the Board of Managers, in no event shall the Owner Trustee take any action which would have the effect of discharging the security interest created under the Loan Agreement with respect to the Collateral as defined therein, except such action taken in accordance with the Loan Agreement. (b) The Owner Trustee shall take such action or actions as may be specified in this Agreement or in any instructions written direction delivered in accordance with this Article IV or Article VIIISection 5.01(a) hereof; provided, however, that the Owner Trustee shall not be required to take any such action if it the Bank or Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action (iA) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, law or (iiB) is likely to result in personal liability on the part of the Bank or Owner Trustee, unless the Owners shall have provided to the Owner Trustee Bank indemnification or security reasonably satisfactory to the Bank or Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b) No Owner shall direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein Subject to Section 7.05, the Trust is not intended to be a business trust within the meaning of Section 109(9)(A)(v) of the Bankruptcy Code. None of the Owner Trustee, the Board of Managers, the Officers, the Depositor or in the Owners shall have the power to (i) commence any case, proceeding or other action on behalf of the Trust Related Agreement under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the contraryinstitution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the assets of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (each a “Bankruptcy Action”); provided, however, if the foregoing limitation is finally determined by a court of competent jurisdiction not to be enforceable under the Bankruptcy Code or applicable state law, then the Owner Trustee shall not be required authorized to take any action in any jurisdiction other than the actions specified in the State of Delaware if the taking of such action will preceding clauses (i) require the consent or approval or authorization or order for the giving of notice tothrough (viii), or the registration with or taking any of any action in respect ofthem, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject unless the Owner Trustee to personal jurisdiction in any jurisdiction other than receives, at the State of Delaware for causes of action arising from acts unrelated to the consummation sole expense of the transactions by Owners, (A) the unanimous written consent thereto of the Board of Managers (including the Independent Manager), who shall be required at such time to certify to the Owner Trustee contemplated hereby. that the Trust is then “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code, (dB) the written confirmation by independent accountants to the Trust as to the “sum of the Trust’s debts”, (C) the written confirmation by an outside valuation expert, having reasonable expertise in the valuation of assets, as to the value of “all of the Trust’s property, at a fair valuation” and (D) a written opinion by outside counsel to the Trust, having reasonable expertise in practice under the Bankruptcy Code, as to the validity of any exclusions from such valuation that are asserted to be applicable pursuant to said Section 101(32) and stating that the conditions precedent set forth in clauses (A) through (C) above have been satisfied. The Owner Trustee shall not be fully protected in relying upon the documents referred to in the preceding clauses (A) through (D) and shall have no duty to verify or investigate the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Ownersconclusions stated therein.

Action Upon Instructions. (a) It is the intention of the Beneficiaries that the powers and duties of the Trustee are to be purely ministerial only, and that the Managing Beneficiary will have the power to direct the Trustee as to all nonministerial matters concerning the administration of the Trust (to the extent such matters are within the powers of the Managing Beneficiary). Accordingly, subject to Sections 5.01(b), 5.01(c), and Article XII, the Managing Beneficiary will direct the Trustee in the management of the Trust and the Trust Estate. Such direction will be exercised at any time only by written instruction of the Managing Beneficiary delivered to the Trustee pursuant to this Article V. (b) The Owner Trustee shall will take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIISection 5.01(a); provided, however, that the Owner Trustee shall will not be required to take any such action if it shall have reasonably determined, or shall the Trustee Bank will have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is likely to result in personal liability on the part of the Owner TrusteeTrustee Bank, unless the Owners shall Trustee Bank will have provided to the Owner Trustee received additional indemnification or security reasonably satisfactory to the Owner Trustee Bank from the Managing Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s 's taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (bc) No Owner shall The Managing Beneficiary will not direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall will the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. (d) The Owner In the event that the Trustee shall is unsure as to the application of any provision of this Agreement, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Trustee or is silent or is incomplete as to the course of action to be adopted, the Trustee will promptly give notice to the Managing Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Trustee acts in good faith in accordance with such written instructions received from the Managing Beneficiary, the Trustee will not be liable on account of such action to any Person. If the Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but will be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to be in the power best interests of the Beneficiaries, and will have no liability to remove any Person for such action or inaction. (e) The Trustee will, subject to this Section 5.01, act in accordance with the Administrator under instructions given to it by the Administration Agreement or appoint a successor Administrator Managing Beneficiary pursuant to Section 5.01(a), and to the Administration Agreement without written instruction by extent the OwnersTrustee acts in good faith in accordance with such instructions, the Trustee will not be liable on account of such action to any Person.

Action Upon Instructions. (a) It is the intention of the Beneficiary that the powers, authority and duties of the Owner Trustee are to be purely ministerial only. Accordingly, subject to subsections 5.01(b) and 5.01(c), and Article XIII, the Beneficiary will direct the Owner Trustee in the management of the Trust and the Trust Estate. Such direction shall be exercised at any time only by written instruction of the Beneficiary delivered to the Owner Trustee pursuant to this Article V. Notwithstanding any other provision of this Agreement, the Owner Trustee shall not take any action, including, but not limited to, the execution of any documents, certificates or other instruments, unless it receives written instructions from the Beneficiary. (b) The Owner Trustee shall will take or refrain from taking such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIIsubsection 5.01(a); provided, however, that the Owner Trustee shall will not be required to take or refrain from taking any such action if it shall the Trustee Bank will have reasonably determined, determined or shall have been advised by counsel, counsel that such action or inaction (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is reasonably likely to result in personal liability on the part of the Owner TrusteeTrustee Bank, unless the Owners shall Trustee Bank will have provided to the Owner Trustee received additional indemnification or security reasonably satisfactory to the Owner Trustee Bank from the Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (bc) No Owner shall The Beneficiary will not direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall will the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, it being expressly understood and agreed that the Owner Trustee shall not be required have no duty or obligation to take investigate or make any action in determination with regard to any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable direction delivered to it by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated herebyBeneficiary. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement, any Transaction Document or any document to which the Trust or the Owner Trustee is a party, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement, any Transaction Document or any document to which the Trust or the Owner Trustee is a party permits or requires any determination by the Owner Trustee or is silent or is incomplete as to the course of action to be adopted, or in the event that the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any document to which the Trust or the Owner Trustee is a party, the Owner Trustee will promptly give notice to the Beneficiary requesting written instructions 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 such written instructions received from the Beneficiary, the Owner Trustee (including in its individual capacity) shall not be liable on account of such action or inaction to any Person. If the Owner Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to be in the best interests of the Beneficiary, and will have no liability (including in its individual capacity) to any Person for such action or inaction. (e) The Owner Trustee shall not have will have, subject to this Section 5.01, act in accordance with the power instructions given to remove it by the Administrator under the Administration Agreement or appoint a successor Administrator Beneficiary pursuant to subsection 5.01(b), and to the Administration Agreement without written instruction by extent the OwnersOwner Trustee acts in good faith in accordance with such instructions, the Owner Trustee (including in its individual capacity) will not be liable on account of such action to any Person.

Action Upon Instructions. (a) It is the intention of the Beneficiary that the powers and duties of the Owner Trustee are to be purely ministerial only. Accordingly, subject to Section 5.01(b) and 5.01(c) the Beneficiary will direct the Owner Trustee in the management of the Trust and the Trust Estate. Such direction shall be exercised at any time only by written instruction of the Beneficiary delivered to the Owner Trustee pursuant to this Article V. Notwithstanding any other provision of this Agreement, the Owner Trustee shall not take any action including but not limited to the execution of any documents, certificates or other instruments (other than the Certificate of Trust, the Trust Certificate, the Transaction Documents and any documents, certificates or other instruments attached thereto or contemplated thereby), unless it receives written instructions from the Beneficiary. (b) The Owner Trustee shall will take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIISection 5.01(a); provided, however, that the Owner Trustee shall will not be required to take any such action if it shall have reasonably determined, or shall the Trustee Bank will have been advised by counsel, counsel that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is reasonably likely to result in personal liability on the part of the Owner TrusteeTrustee Bank, unless the Owners shall Trustee Bank will have provided to the Owner Trustee received additional indemnification or security reasonably satisfactory to the Owner Trustee Bank from the Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (bc) No Owner shall The Beneficiary will not direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall will the Owner Trustee be obligated to follow any such direction, if given. (cd) Notwithstanding anything contained herein or in any Trust Related Agreement In the event that the Owner Trustee is unsure as to the contraryapplication of any provision of this Agreement or any Transaction Document, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action to be adopted, the Owner Trustee will promptly give notice to the Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Owner Trustee acts in good faith in accordance with such written instructions received from the Beneficiary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking liable on account of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of to any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject Person. If the Owner Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to personal jurisdiction be in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation best interests of the transactions by the Owner Trustee contemplated herebyBeneficiary, and will have no liability to any Person for such action or inaction. (de) The Owner Trustee shall not have will, subject to this Section 5.01, act in accordance with the power instructions given to remove it by the Administrator under the Administration Agreement or appoint a successor Administrator Beneficiary pursuant to Section 5.01(a), and to the Administration Agreement without written instruction by extent the OwnersOwner Trustee acts in good faith in accordance with such instructions, the Owner Trustee will not be liable on account of such action to any Person.

Action Upon Instructions. (a) The Owner Trustee shall take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIII; provided, however, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, (ii) is likely to result in personal liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b) No Owner shall direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. (d) The Owner Trustee shall not have the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Owners.

Action Upon Instructions. (a) In addition to (but not in ------------------------ limitation of) the duties of the Trustee to take certain actions and/or to respond to the directions of Pechiney International or the Settlor as set forth elsewhere in this Agreement, the Beneficiaries jointly and not severally may direct the Trustee in the administration of the Trust by giving the Trustee written instructions duly signed by an officer of each Beneficiary, with evidence of the authority of such officer in the form of an incumbency certificate. No such instructions shall be inconsistent with the purpose of the Trust. Each of the Beneficiaries agrees to in good faith provide such instructions as may be necessary to enable the Trustee to carry out the purpose of this Trust. (b) The Owner Trustee shall will take or refrain from taking such action or actions as may be specified in this Agreement or in any joint written instructions delivered in accordance with this Article IV or Article VIII; providedto the Trustee by the Beneficiaries, however, provided that the Owner Trustee shall not be required to -------- take or refrain from taking any such action if it the Trustee shall have reasonably determineddetermine, or shall have been advised by counsel, that such action (i) or inaction is likely to result in personal liability on the part of the Trustee, or is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, (ii) is likely to result in personal liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (bc) No Owner shall direct Whenever the Owner terms of this Agreement do not require the Trustee to pursue a specific course of action and the Trustee is unable to decide between alternative courses of action or conflicting instructions from the Beneficiaries, the Trustee may give notice to the Beneficiaries requesting instructions or clarification (to be given in such form as shall be appropriate under the circumstances) as to the course of action to be adopted and, to the extent the Trustee acts in good faith in accordance with instructions received from the Beneficiaries, the Trustee shall not be liable to any person, provided -------- that in the event the Trustee does not receive such instructions within ten days of such notice (or within such shorter period of time as may be specified in such notice) or continues to receive conflicting instructions, it may, but shall be under no duty to, take or refrain from taking any action contrary to such action, not inconsistent with this Agreement or any Trust Related Agreement, nor as it shall the Owner Trustee deem to be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State best interests of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for the giving of notice toBeneficiaries, or the registration with or taking seek instructions from a court of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated herebycompetent jurisdiction. (d) The Owner Trustee may consult with counsel and the written advice of such counsel shall not have the power to remove the Administrator under the Administration Agreement be full and complete authorization and protection in respect of any action taken, suffered or appoint a successor Administrator pursuant to the Administration Agreement without written instruction omitted by the Ownersit hereunder in good faith and in reliance thereon.

Action Upon Instructions. (a) Subject to Sections 4.01, 4.02(b) and 4.02(c), the Majority Owners or the Majority Co-Trustees may direct the Owner Trustee in the administration of the Trust provided that any such instruction shall be (and shall be deemed to constitute a representation and warranty to the Owner Trustee by the instructor that it is) consistent in all respect with this Agreement including the limited purposes and powers of the Trust as set forth in Section 2.03 and Section 2.08 hereof. Such direction may be exercised at any time by written instruction of the Majority Owners or the Majority Co-Trustees pursuant to this Article IV. (b) The Owner Trustee shall take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIISection 4.02(a); provided, -------- however, that the Owner Trustee shall not be required to take any such action if it ------- the Owner Trustee shall have reasonably determineddetermined in good faith, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is likely to result in personal liability on the part of the Owner TrusteeBank, unless the Owners shall have provided to the Owner Trustee such indemnification or security as shall be reasonably satisfactory to the Owner Trustee Bank against all costs, expenses and liabilities arising from its taking such action as Owner Trustee. (c) No Owner or Co-Trustee shall direct the Owner Trustee’s Trustee to take or refrain from taking any action (i) contrary to this Agreement or any Trust Related Agreement, or which (ii) could reasonably be expected to result in a downgrading or withdrawal of such actionthe initial rating of one or more classes of the Securities of a Series by any rating agency, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b) No Owner shall direct grantor trust or of the Owner Trustee trust relating to take one or refrain from taking any action contrary to this Agreement more classes of a Series as a grantor trust, a REMIC or any Trust Related Agreementa FASIT, as applicable, nor shall the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. (d) The Owner Trustee shall not have the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Owners.

Action Upon Instructions. (a) The Owner Subject to the terms of ------------------------ Sections 5.01 and 5.03, upon the written instructions at any time and from time to time of a Majority in Interest, the Indenture Trustee shall take such action or of the following actions as may be specified in this Agreement such instructions (subject to the rights of the other parties thereto, except to the extent assigned hereunder): (i) subject to and solely to the extent permitted by the terms hereof and of the Lease, give such notice, direction or consent, or exercise such right, remedy or power hereunder or under the Lease or in respect of any part or all of the Indenture Estate or take such other action as shall be specified in such instructions; and (ii) after an Indenture Event of Default shall have occurred and so long as such Indenture Event of Default shall be continuing, approve as satisfactory to it all matters required by the terms of the Lease to be satisfactory to the Owner Trustee, it being understood that without the written instructions delivered of a Majority in Interest the Indenture Trustee shall not take any action described in clauses (i) and (ii) above. Upon the expiration or earlier termination of the Lease Term with respect to any Unit under the Lease and after payment of the portion of the principal of, together with interest and premium, if any, on the Equipment Notes in accordance with the terms of this Article IV or Article VIII; providedIndenture, howeveror, that if and so long as no Indenture Event of Default shall have occurred and be continuing, upon the transfer by the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof Lessee or its designee of any document contemplated hereby Unit pursuant to which Section 10 or 11 of the Trust Lease or the retention by the Owner Trustee is a party or is otherwise contrary of any Unit pursuant to lawSection 10.3 of the Lease, (ii) is likely to result then the Indenture Trustee shall in personal liability on either such case, upon the part written request of the Owner Trustee, unless and receipt by the Owners shall have provided Indenture Trustee of funds necessary to prepay the Owner Trustee indemnification Equipment Notes required to be prepaid in connection with such purchase, termination, retention or security reasonably satisfactory to the Owner Trustee against all costsEvent of Loss, expenses execute and liabilities arising from the Owner Trustee’s taking of such actiondeliver to, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b) No Owner shall direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or directed in any Trust Related Agreement to the contrarywriting by, the Owner Trustee shall not be required to take any action an appropriate instrument (in any jurisdiction other than in the State of Delaware if the taking of such action will (idue form for recording) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions furnished by the Owner Trustee contemplated herebyor the Lessee releasing such property from the Lien of this Indenture. (d) The Owner Trustee shall not have the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Owners.

Action Upon Instructions. (a) It is the intention of the Beneficiaries that the powers and duties of the Trustee are to be purely ministerial only, and that the Managing Beneficiary will have the power to direct the Trustee as to all nonministerial matters concerning the administration of the Trust (to the extent such matters are within the powers of the Managing Beneficiary). Accordingly, subject to Sections 5.01(b), 5.01(c), and Article XII, the Managing Beneficiary will direct the Trustee in the management of the Trust and the Trust Estate. Such direction shall be exercised at any time only by written instruction of the Managing Beneficiary delivered to the Trustee pursuant to this Article V. (b) The Owner Trustee shall will take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIISection 5.01(a); provided, however, that the Owner Trustee shall will not be required to take any such action if it shall have reasonably determined, or shall the Trustee Bank will have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is likely to result in personal liability on the part of the Owner TrusteeTrustee Bank, unless the Owners shall Trustee Bank will have provided to the Owner Trustee received additional indemnification or security reasonably satisfactory to the Owner Trustee Bank from the Managing Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s 's taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (bc) No Owner shall The Managing Beneficiary will not direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall will the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. (d) The Owner In the event that the Trustee shall is unsure as to the application of any provision of this Agreement, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Trustee or is silent or is incomplete as to the course of action to be adopted, the Trustee will promptly give notice to the Managing Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Trustee acts in good faith in accordance with such written instructions received from the Managing Beneficiary, the Trustee will not be liable on account of such action to any Person. If the Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to be in the power best interests of the Beneficiaries, and will have no liability to remove any Person for such action or inaction. (e) The Trustee will, subject to this Section 5.01, act in accordance with the Administrator under instructions given to it by the Administration Agreement or appoint a successor Administrator Managing Beneficiary pursuant to Section 5.01(a), and to the Administration Agreement without written instruction by extent the OwnersTrustee acts in good faith in accordance with such instructions, the Trustee will not be liable on account of such action to any Person.

Action Upon Instructions. (a1) The Owner Certificateholders ------------------------ may direct the Trustee shall take and the Designee in the management of the Trust so long as such action or actions as instructions are not inconsistent with the express terms set forth in this Agreement. Such direction may be specified in this Agreement or in exercised at any instructions delivered time by written instruction of the Required Certificateholders in accordance with this Article IV or Article VIII; providedIV. (2) The Trustee and the Designee, howeveras applicable, that the Owner Trustee shall not be required to take any such action hereunder if it the Trustee or Designee 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 Trustee (ias such or in its individual capacity) or the Designee (as such or in its individual capacity) or is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party other Basic Agreement or is otherwise contrary to law, (ii) is likely to result in personal liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b3) No Owner Whenever the Trustee or the Designee, as applicable, is unable to decide among different courses of action permitted or required by the terms of this Agreement, the Trustee or Designee shall direct promptly give notice (in such form as shall be appropriate under the Owner circumstances ) to each Certificateholder requesting instructions as to the course of action to be adopted, and to the extent the Trustee or Designee acts or refrains from acting in good faith in accordance with the instructions received from the Required Certificateholders, the Trustee or Designee shall not be personally liable on account of such action or inaction to any Person. If the Trustee or Designee shall not have received appropriate instructions within 20 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action contrary or inaction. (4) In the event that the Trustee or Designee, as applicable, is unsure as to the application of any provision of this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow other Basic Agreement or any such directionprovision is ambiguous as to its application, if given. (c) Notwithstanding anything contained herein or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any Trust Related Agreement determination by the Trustee or Designee or is silent or is incomplete as to the contrarycourse of action that the Trustee or Designee is permitted or required to take with respect to a particular set of facts, the Owner Trustee or Designee may give notice (in such form as shall be appropriate under the circumstances) to each Certificateholder requesting instructions and, to the extent that the Trustee or Designee acts or refrains from acting in good faith in accordance with instructions received from the Required Certificateholders, the Trustee or Designee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking personally liable, on account of such action will (i) require or inaction, to any Person. If the consent Trustee or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. (d) The Owner Trustee Designee shall not have the power to remove the Administrator received appropriate instructions within 20 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the Administration Agreement circumstances) it may, but shall be under no duty to, take or appoint a successor Administrator pursuant refrain from taking such action, as it shall deem to be in the Administration Agreement without written instruction by best interests of the OwnersCertificateholders, and shall have no liability to any Person for such action or inaction.

Action Upon Instructions. (a) The Subject to Article IV, the Certificateholders evidencing more than 50% of the Certificate Balance may, by written instruction, direct the Owner Trustee shall take such action or actions as in the management of the Trust. Such direction may be specified in this Agreement or in exercised at any instructions delivered in accordance with this time by written instruction of the Certificateholders pursuant to Article IV or Article VIII; provided, however, that the IV. (b) The Owner Trustee shall not be required to take any such action hereunder or under any Basic Document if it the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action (i) is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party Basic Document or is otherwise contrary to law, (ii) is likely to result in personal liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b) No Owner shall direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein 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 any Trust Related Agreement such form as shall be appropriate under the circumstances) to the contraryCertificateholders requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction given by Certificateholders evidencing more than 50% of the Certificate Balance, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking liable on account of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of to any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject 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 personal jurisdiction be in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation best interest of the transactions by the Owner Trustee contemplated herebyCertificateholders, and shall have no liability to any Person for such action or inaction. (d) The In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have the power to remove the Administrator 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 Administration circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or appoint a successor Administrator pursuant the Basic Documents, as it shall deem to be in the Administration Agreement without written instruction by best interests of the OwnersCertificateholders and shall have no liability to any Person for such action or inaction.

Action Upon Instructions. (a) Subject to the terms of this Agreement and in accordance with the terms of the Basic Documents, the Board of Managers may by written instruction direct the Owner Trustee in the discharge of its limited duties specifically set forth herein or in the Act. Notwithstanding any instruction to the contrary by the Owners or the Board of Managers, in no event shall the Owner Trustee take any action which would have the effect of discharging the security interest created under the Loan and Security Agreement with respect to the Collateral as defined therein, except such action taken in accordance with the Loan and Security Agreement. Such direction may be exercised at any time by written instruction given by an Officer pursuant to this Article V. (b) The Owner Trustee shall take such action or actions as may be specified in this Agreement or in any instructions written direction delivered in accordance with this Article IV or Article VIIISection 5.01(a) hereof; provided, however, that the Owner Trustee shall not be required to take any such action if it the Bank or Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action (iA) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, law or (iiB) is likely to result in personal liability on the part of the Bank or Owner Trustee, unless the Owners shall have provided to the Owner Trustee Bank indemnification or security reasonably satisfactory to the Bank or Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b) No Owner shall direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein Subject to Section 7.05, the Trust is not intended to be a business trust within the meaning of Section 109(9)(A)(v) of the Bankruptcy Code. None of the Owner Trustee, the Board of Managers, the Officers, the Depositor and the Owners shall have the power to (i) institute proceedings to have the Trust declared or in any Trust Related Agreement adjudicated a bankrupt or insolvent, (ii) consent to the contraryinstitution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the assets of the Trust, (v) make any assignment for the benefit of the Trust’s creditors, (vi) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (vii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (each a “Bankruptcy Action”); provided, however, if the foregoing limitation is finally determined by a court of competent jurisdiction not to be enforceable under the Bankruptcy Code or applicable state law, then the Owner Trustee shall not be required authorized to take any action in any jurisdiction other than the actions specified in the State of Delaware if the taking of such action will preceding clauses (i) require the consent or approval or authorization or order for the giving of notice tothrough (vii), or the registration with or taking any of any action in respect ofthem, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject unless the Owner Trustee to personal jurisdiction in any jurisdiction other than receives, at the State of Delaware for causes of action arising from acts unrelated to the consummation sole expense of the transactions by Owners, (A) the unanimous written consent thereto of the Board of Managers (including the two Independent Managers), who shall be required at such time to certify to the Owner Trustee contemplated hereby. that the Trust is then “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code, (dB) the written confirmation by independent accountants to the Trust as to the “sum of the Trust’s debts”, (C) the written confirmation by an outside valuation expert, having reasonable expertise in the valuation of assets, as to the value of “all of the Trust’s property, at a fair valuation” and (D) a written opinion by outside counsel to the Trust, having reasonable expertise in practice under the Bankruptcy Code, as to the validity of any exclusions from such valuation that are asserted to be applicable pursuant to said Section 101(32) and stating that the conditions precedent set forth in clauses (A) through (C) above have been satisfied. The Owner Trustee shall not be fully protected in relying upon the documents referred to in the preceding clauses (A) through (D) and shall have no duty to verify or investigate the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Ownersconclusions stated therein.

Action Upon Instructions. (a) The Owner Trustee shall take such action or actions as may be specified specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIII; provided, however, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, (ii) is likely to result in personal liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking of such action, or (iii) would adversely affect the status of the Trust as either a grantor trust or a partnership for Federal income tax purposes. (b) No Owner shall direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. (d) The Owner Trustee shall not have the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Owners.

Action Upon Instructions. (a) Subject to the terms of this Agreement and in accordance with the terms of the Basic Documents, the Board of Managers may by written instruction direct the Owner Trustee in the discharge of its limited duties specifically set forth herein or in the Act. Such direction may be exercised at any time by written instruction given by an Officer pursuant to this Article V. Notwithstanding any instruction to the contrary by the Owners or the Board of Managers, in no event shall the Owner Trustee take any action which would have the effect of discharging the security interest created under the Loan Agreement with respect to the Collateral as defined therein, except such action taken in accordance with the Loan Agreement. (b) The Owner Trustee shall take such action or actions as may be specified in this Agreement or in any instructions written direction delivered in accordance with this Article IV or Article VIIISection 5.01(a) hereof; provided, however, that the Owner Trustee shall not be required to take any such action if it the Bank or Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action (iA) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, law or (iiB) is likely to result in personal liability on the part of the Bank or Owner Trustee, unless the Owners shall have provided to the Owner Trustee Bank indemnification or security reasonably satisfactory to the Bank or Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b) No Owner shall direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein Subject to Section 7.05, the Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. None of the Owner Trustee, the Board of Managers, the Officers, the Depositor or in the Owners shall have the power to (i) commence any case, proceeding or other action on behalf of the Trust Related Agreement under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the contraryinstitution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the assets of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (each a “Bankruptcy Action”); provided, however, if the foregoing limitation is finally determined by a court of competent jurisdiction not to be enforceable under the Bankruptcy Code or applicable state law, then the Owner Trustee shall not be required authorized to take any action in any jurisdiction other than the actions specified in the State of Delaware if the taking of such action will preceding clauses (i) require the consent or approval or authorization or order for the giving of notice tothrough (viii), or the registration with or taking any of any action in respect ofthem, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject unless the Owner Trustee to personal jurisdiction in any jurisdiction other than receives, at the State of Delaware for causes of action arising from acts unrelated to the consummation sole expense of the transactions by Owners, (A) the unanimous written consent thereto of the Board of Managers (including the Independent Manager), who shall be required at such time to certify to the Owner Trustee contemplated hereby. that the Trust is then “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code, (dB) the written confirmation by independent accountants to the Trust as to the “sum of the Trust’s debts”, (C) the written confirmation by an outside valuation expert, having reasonable expertise in the valuation of assets, as to the value of “all of the Trust’s property, at a fair valuation” and (D) a written opinion by outside counsel to the Trust, having reasonable expertise in practice under the Bankruptcy Code, as to the validity of any exclusions from such valuation that are asserted to be applicable pursuant to said Section 101(32) and stating that the conditions precedent set forth in clauses (A) through (C) above have been satisfied. The Owner Trustee shall not be fully protected in relying upon the documents referred to in the preceding clauses (A) through (D) and shall have no duty to verify or investigate the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Ownersconclusions stated therein.

Action Upon Instructions. (a) The Owner Trustee shall take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIII; provided, however, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, (ii) is likely to result in personal liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s 's taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b) No Owner shall direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. (d) The Owner Trustee shall not have the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Owners.

Action Upon Instructions. (a) It is the intention of ------------------------ the Beneficiary that the powers and duties of the Owner Trustee are to be purely ministerial only, and that the Beneficiary will have the power to direct the Owner Trustee as to all nonministerial matters concerning the administration of the Trust (to the extent such matters are within the powers of the Beneficiary). Accordingly, subject to subsections 5.01(b), 5.01(c), and Article XII, the ------------------- ------- ----------- Beneficiary will direct the Owner Trustee in the management of the Trust and the Trust Estate. Such direction shall be exercised at any time only by written instruction of the Beneficiary delivered to the Owner Trustee pursuant to this Article V. --------- (b) The Owner Trustee shall will take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIIsubsection 5.01(a); ------------------ provided, however, that the Owner Trustee shall will not be required to take any such -------- ------- action if it shall have reasonably determined, or shall the Trustee Bank will have been advised by counsel, counsel that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is reasonably likely to result in personal liability on the part of the Owner TrusteeTrustee Bank, unless the Owners shall Trustee Bank will have provided to the Owner Trustee received additional indemnification or security reasonably satisfactory to the Owner Trustee Bank from the Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s 's taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (bc) No Owner shall The Beneficiary will not direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall will the Owner Trustee be obligated to follow any such direction, if given. (cd) Notwithstanding anything contained herein or in any Trust Related Agreement In the event that the Owner Trustee is unsure as to the contraryapplication of any provision of this Agreement or any Transaction Document, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action to be adopted, the Owner Trustee will promptly give notice to the Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Owner Trustee acts in good faith in accordance with such written instructions received from the Beneficiary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking liable on account of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of to any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject Person. If the Owner Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to personal jurisdiction be in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation best interests of the transactions by the Owner Trustee contemplated herebyBeneficiary, and will have no liability to any Person for such action or inaction. (de) The Owner Trustee shall not have will, subject to this Section 5.01, act in ------------ accordance with the power instructions given to remove it by the Administrator under the Administration Agreement or appoint a successor Administrator Beneficiary pursuant to Section 5.01(b), and to the Administration Agreement without written instruction by extent the OwnersOwner Trustee acts in good faith in --------------- accordance with such instructions, the Owner Trustee will not be liable on account of such action to any Person.

Action Upon Instructions. (a) It is the intention of the Beneficiaries that the powers and duties of the Trustee are to be purely ministerial only, and that the Managing Beneficiary will have the power to direct the Trustee as to all nonministerial matters concerning the administration of the Trust (to the extent such matters are within the powers of the Managing Beneficiary). Accordingly, subject to Sections 5.01(b), 5.01(c), and Article XII, the Managing Beneficiary will direct the Trustee in the management of the Trust and the Trust Estate. Such direction may be exercised at any time by written instruction of the Managing Beneficiary pursuant to this Article V. (b) The Owner Trustee shall will take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIISection 5.01(a); provided, however, that the Owner Trustee shall will not be required to take any such action if it shall have reasonably determined, or shall the Trustee Bank will have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is likely to result in personal liability on the part of the Owner TrusteeTrustee Bank, unless the Owners shall Trustee Bank will have provided to the Owner Trustee received additional indemnification or security reasonably satisfactory to the Owner Trustee Bank from the Managing Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s 's taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (bc) No Owner shall The Managing Beneficiary will not direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall will the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. (d) The Owner In the event that the Trustee shall is unsure as to the application of any provision of this Agreement, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Trustee or is silent or is incomplete as to the course of action to be adopted, the Trustee will promptly give notice to the Managing Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Trustee acts in good faith in accordance with such written instructions received from the Managing Beneficiary, the Trustee will not be liable on account of such action to any Person. If the Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to be in the power best interests of the Beneficiaries, and will have no liability to remove any Person for such action or inaction. (e) The Trustee will, subject to this Section 5.01, act in accordance with the Administrator under instructions given to it by the Administration Agreement or appoint a successor Administrator pursuant Managing Beneficiary, and to the Administration Agreement without written instruction by extent the OwnersTrustee acts in good faith in accordance with such instructions, the Trustee will not be liable on account of such action to any Person.

Action Upon Instructions. (a) The Owner Trustee shall take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIII; provided, however, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, (ii) is likely to result in personal liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking of such action, or (iii) would adversely affect the status of the Trust as either a grantor trust or a partnership for Federal income tax purposes. (b) No Owner shall direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. (d) The Owner Trustee shall not have the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Owners.

Action Upon Instructions. (a) Subject to the terms of this Agreement and in accordance with the terms of the Basic Documents, the Board of Managers may by written instruction direct the Owner Trustee in the discharge of its limited duties specifically set forth herein or in the Act. Notwithstanding any instruction to the contrary by the Owners or the Board of Managers, in no event shall the Owner Trustee take any action which would have the effect of discharging the security interest created under the Loan and Security Agreement with respect to the Collateral as defined therein, except such action taken in accordance with the Loan and Security Agreement. Such direction may be exercised at any time by written instruction given by an Officer pursuant to this Article V. (b) The Owner Trustee shall take such action or actions as may be specified in this Agreement or in any instructions direction delivered in accordance with this Article IV or Article VIIISection 5.01(a) hereof; provided, however, that the Owner Trustee shall not be required to take any such action if it the Bank shall have reasonably determined, or shall have been advised by counsel, that such action (iA) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, law or (iiB) is likely to result in personal liability on the part of the Owner TrusteeBank, unless the Owners shall have provided to the Owner Trustee Bank indemnification or security reasonably satisfactory to the Owner Trustee Bank against all costs, expenses and liabilities arising from the Owner Trustee’s 's taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b) No Owner shall direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein Subject to Section 7.05, the Trust is not intended to be a business trust within the meaning of Section 109(9)(A)(v) of the Bankruptcy Code. None of the Owner Trustee, the Board of Managers, the Officers, the Depositor and the Owners shall have the power to (i) institute proceedings to have the Trust declared or in any Trust Related Agreement adjudicated a bankrupt or insolvent, (ii) consent to the contraryinstitution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the assets of the Trust, (v) make any assignment for the benefit of the Trust's creditors, (vi) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (vii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (each a "Bankruptcy Action"); provided, however, if the foregoing limitation is finally determined by a court of competent jurisdiction not to be enforceable under the Bankruptcy Code or applicable state law, then the Owner Trustee shall not be required authorized to take any action in any jurisdiction other than the actions specified in the State of Delaware if the taking of such action will preceding clauses (i) require the consent or approval or authorization or order for the giving of notice tothrough (vii), or any of them, unless the registration with or taking Owner Trustee receives, at the sole expense of the Owners, (A) the unanimous written consent thereto of the Board of Managers (including the two Independent Managers), who shall be required at such time to certify to the Owner Trustee that the Trust is then "insolvent" within the meaning of Section 101(32) of the Bankruptcy Code, (B) the written confirmation by independent accountants to the Trust as to the "sum of the Trust's debts", (C) the written confirmation by an outside valuation expert, having reasonable expertise in the valuation of assets, as to the value of "all of the Trust's property, at a fair valuation" and (D) a written opinion by outside counsel to the Trust, having reasonable expertise in practice under the Bankruptcy Code, as to the validity of any action exclusions from such valuation that are asserted to be applicable pursuant to said Section 101(32) and stating that the conditions precedent set forth in respect clauses (A) through (C) above have been satisfied. The Owner Trustee shall be fully protected in relying upon the documents referred to in the preceding clauses (A) through (D) and shall have no duty to verify or investigate the conclusions stated therein. The Owner Trustee, by entering into this Agreement, hereby covenants and agrees that it will not at any time institute against the Trust, or join in any institution against the Trust of, any state or other governmental authority or agency of Bankruptcy Action in connection with any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction obligations relating to this Agreement or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated herebyother Basic Documents. (d) The Action by Owners with Respect to Bankruptcy. Subject to Section 7.05, the Trust, the Board of Managers and the Owner Trustee shall not have the power to remove commence a voluntary Bankruptcy Action relating to the Administrator under Trust unless the Administration conditions specified in Section 5.01(c) are satisfied and the Trust is "insolvent" within the meaning of Section 101(32) of the Bankruptcy Code and the Owner Trustee, the Board of Managers (including the two Independent Managers) and each Owner unanimously vote in favor of such action. The Owner Trustee, by entering into this Agreement, hereby covenants and agrees that it will not at any time institute against the Trust, or join in any institution against the Trust of, any Bankruptcy Action in connection with any obligations relating to this Agreement or appoint a successor Administrator pursuant to any of the Administration Agreement without written instruction by the Ownersother Basic Documents.

Action Upon Instructions. (a) It is the intention of the Beneficiary that the powers and duties of the Owner Trustee are to be purely ministerial only. Accordingly, subject to Section 5.01(b) and 5.01(c), and Article XII, the Beneficiary will direct the Owner Trustee in the management of the Trust and the Trust Estate. Such direction shall be exercised at any time only by written instruction of the Beneficiary delivered to the Owner Trustee pursuant to this Article V. Notwithstanding any other provision of this Agreement, the Owner Trustee shall not take any action including but not limited to the execution of any documents, certificates or other instruments (other than the Transaction Documents and any documents, certificates or other instruments attached thereto or contemplated thereby), unless it receives written instructions from the Beneficiary. (b) The Owner Trustee shall will take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIISection 5.01(a); provided, however, that the Owner Trustee shall will not be required to take any such action if it shall have reasonably determined, or shall the Trustee Bank will have been advised by counsel, counsel that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is reasonably likely to result in personal liability on the part of the Owner TrusteeTrustee Bank, unless the Owners shall Trustee Bank will have provided to the Owner Trustee received additional indemnification or security reasonably satisfactory to the Owner Trustee Bank from the Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s 's taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (bc) No Owner shall The Beneficiary will not direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall will the Owner Trustee be obligated to follow any such direction, if given. (cd) Notwithstanding anything contained herein or in any Trust Related Agreement In the event that the Owner Trustee is unsure as to the contraryapplication of any provision of this Agreement or any Transaction Document, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action to be adopted, the Owner Trustee will promptly give notice to the Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Owner Trustee acts in good faith in accordance with such written instructions received from the Beneficiary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking liable on account of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of to any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject Person. If the Owner Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to personal jurisdiction be in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation best interests of the transactions by the Owner Trustee contemplated herebyBeneficiary, and will have no liability to any Person for such action or inaction. (d) The Owner Trustee shall not have the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Owners.

Action Upon Instructions. (a) It is the intention of the Beneficiary that the powers and duties of the Owner Trustee are to be purely ministerial only. Accordingly, subject to Section 5.01(b) and 5.01(c), and Article XII, the Beneficiary will direct the Owner Trustee in the management of the Trust and the Trust Estate. Such direction shall be exercised at any time only by written instruction of the Beneficiary delivered to the Owner Trustee pursuant to this Article V. Notwithstanding any other provision of this Agreement, the Owner Trustee shall not take any action including but not limited to the execution of any documents, certificates or other instruments (other than the Transaction Documents and any documents, certificates or other instruments attached thereto or contemplated thereby), unless it receives written instructions from the Beneficiary. (a) The Owner Trustee shall will take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIISection 5.01(a); provided, however, that the Owner Trustee shall will not be required to take any such action if it shall have reasonably determined, or shall the Trustee Bank will have been advised by counsel, counsel that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is reasonably likely to result in personal liability on the part of the Owner TrusteeTrustee Bank, unless the Owners shall Trustee Bank will have provided to the Owner Trustee received additional indemnification or security reasonably satisfactory to the Owner Trustee Bank from the Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b) No Owner shall The Beneficiary will not direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall will the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement In the event that the Owner Trustee is unsure as to the contraryapplication of any provision of this Agreement or any Transaction Document, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action to be adopted, the Owner Trustee will promptly give notice to the Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Owner Trustee acts in good faith in accordance with such written instructions received from the Beneficiary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking liable on account of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of to any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject Person. If the Owner Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to personal jurisdiction be in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation best interests of the transactions by the Owner Trustee contemplated herebyBeneficiary, and will have no liability to any Person for such action or inaction. (d) The Owner Trustee shall not have will, subject to this Section 5.01, act in accordance with the power instructions given to remove it by the Administrator under the Administration Agreement or appoint a successor Administrator Beneficiary pursuant to Section 5.01(b), and to the Administration Agreement without written instruction by extent the OwnersOwner Trustee acts in good faith in accordance with such instructions, the Owner Trustee will not be liable on account of such action to any Person.

Action Upon Instructions. (a) The Owner Upon the written instructions at any time and from time to time of the Controlling Creditor, but not otherwise, the Security Trustee shall take such action or of the following actions as may be specified in this such instructions: (i) exercise such election or option, or make such decision or determination, or give such notice, consent, waiver or approval or exercise such right, remedy or power or take such other action hereunder or under any other Basic Agreement or in respect of any part or all of the Collateral as shall be specified in such instructions; (ii) take such action with respect to, or to preserve or protect, the Collateral (including the discharge of Liens) as shall be specified in such instructions delivered in accordance and as are consistent with this Article IV or Article VIIIAgreement and the Security Agreement; provided, however, that and (iii) take such other action in respect of the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) subject matter of this Agreement and the Security Agreement as is contrary to consistent with the terms hereof or and the other Basic Agreements. If any Event of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to lawDefault shall have occurred and be continuing, (ii) is likely to result in personal liability on the part request of the Owner Controlling Creditor, the Security Trustee shall exercise such remedies under Article V of the Security Agreement as shall be specified in such request. The Security Trustee agrees to provide to the Senior Facility Agent and the Junior Facility Agent, concurrently with such action by the Security Trustee, unless notice of such action by the Owners Security Trustee, provided that the failure to give any such notice shall have provided to not affect the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking validity of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (b) No Owner shall direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related this Agreement to the contrary, nothing contained herein is intended to expand or increase the Owner duties and obligations of the Security Trustee beyond those set forth in the Security Agreement and the Security Trustee shall not be required to take any action in or refrain from taking any jurisdiction other than in action under this Agreement pursuant to any instructions given by the State of Delaware if Senior Facility Agent or the taking of such action will Junior Facility Agent hereunder, unless (i) require it shall have received indemnification against any risks or costs likely to be incurred by it in connection therewith as provided for in Section 6.3 of the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; Security Agreement and (ii) result such instructions are consistent with and not in any fee, tax contravention of or other governmental charge under beyond the laws scope of the duties and obligations expressly assumed by the Security Trustee in the Security Agreement. In the event of any jurisdiction or any political subdivision thereof in existence on conflict between the date hereof other than terms of this Agreement and the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated Security Agreement relating to the consummation rights, duties and obligations of the transactions by Security Trustee, the Owner Trustee contemplated herebyprovisions of the Security Agreement shall govern. (d) The Owner Trustee shall not have the power to remove the Administrator under the Administration Agreement or appoint a successor Administrator pursuant to the Administration Agreement without written instruction by the Owners.

Action Upon Instructions. (ab) The Owner Trustee shall will take such action or actions as may be specified in this Agreement or in any instructions delivered in accordance with this Article IV or Article VIIIsubsection 5.01(a); ------------------ provided, however, that the Owner Trustee shall will not be required to take any such -------- ------- action if it shall have reasonably determined, or shall the Trustee Bank will have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is reasonably likely to result in personal liability on the part of the Owner TrusteeTrustee Bank, unless the Owners shall Trustee Bank will have provided to the Owner Trustee received additional indemnification or security reasonably satisfactory to the Owner Trustee Bank from the Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s 's taking of such action, or (iii) would adversely affect the status of the Trust as a partnership for Federal income tax purposes. (bc) No Owner shall The Beneficiary will not direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any Trust Related Agreement, nor shall will the Owner Trustee be obligated to follow any such direction, if given. (c) Notwithstanding anything contained herein or in any Trust Related Agreement to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order for the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. (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 such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action to be adopted, the Owner Trustee will promptly give notice to the Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Owner Trustee acts in good faith in accordance with such written instructions received from the Beneficiary, the Owner Trustee will not be liable on account of such action to any Person. If the Owner Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to be in the best interests of the Beneficiary, and will have no liability to any Person for such action or inaction. (e) The Owner Trustee shall not have will, subject to this Section 5.01, act in ------------ accordance with the power instructions given to remove it by the Administrator under the Administration Agreement or appoint a successor Administrator Beneficiary pursuant to Section 5.01(b), and to the Administration Agreement without written instruction by extent the OwnersOwner Trustee acts in good faith in --------------- accordance with such instructions, the Owner Trustee will not be liable on account of such action to any Person.