Common use of Action upon Instruction Clause in Contracts

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

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

Action upon Instruction. (a) Subject to the provisions of Article IV Two and this Article, in accordance with the terms of the Spread Account AgreementTrust Documents, the Instructing Party shall have the exclusive right to Beneficiary may, at any time, by written instruction direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not in violation of the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic other Trust Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic other Relevant Document or is otherwise contrary to law. (c) Subject to Section 4.07 and the Relevant Documents, the Trustee shall not have the power, except upon receipt of written directions of the Beneficiary, to (i) remove the Administrator pursuant to Section 7.08, (ii) appoint a successor Administrator pursuant to Section 7.08, (iii) remove the Servicer pursuant to the Servicing Agreement, (iv) initiate any claim, suit or Proceeding by the Trust or compromise any claim, suit or Proceeding brought by or against the Trust, (v) sell the Trust Assets or (vi) except as required by law, amend the Certificate of Trust. (d) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic other Trust Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Beneficiary requesting instruction from it as to the course of action to be adopted, and and, to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party Beneficiary received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, action not inconsistent with this Agreement or and the Basic other Trust Documents, as it shall deem to be in the best interests of the Certificateholder Beneficiary, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (de) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic other Trust Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Beneficiary requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, action not inconsistent with this Agreement or the Basic other Trust Documents, as it shall deem to be in the best interests of the Certificateholder Beneficiary, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction.

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

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

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

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

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

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

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

Action upon Instruction. (a) Subject to Article IV and the terms of the Spread Account AgreementIV, the Board of Trustees (the “Instructing Party Party”) shall have the exclusive right to direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not in violation of inconsistent with the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholders, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementabsent gross negligence or willful misconduct. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholders, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction, absent gross negligence or willful misconduct.

Action upon Instruction. (a) Subject to Article IV and Four, the terms Transferor, as holder of the Spread Account AgreementTransferor Trust Certificate, the Instructing Party shall have the exclusive right to may by written instruction direct the actions of the Owner Trustee in the management administration of the TrustIssuer subject to, so long as such instructions are not and in violation accordance with, the terms of the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents; provided that such instruction shall not, as evidenced by an Opinion of Counsel, materially adversely affect any Securityholder. (b) The Owner Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or Trustee, is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to lawlaw or any obligation of the Owner Trustee or the Issuer. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any other Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Trust Certificateholders requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of Trust Certificateholders holding not less than a majority of the Instructing Party receivedCertificate Balance, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or as may be necessary under the circumstances) ), it may, but shall be under no duty to, take or refrain from taking such action, action not inconsistent with this Agreement or the other Basic Documents, Documents as it shall deem to be in the best interests of the Certificateholder Trust Certificateholders, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement or any other Basic Document permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Trust Certificateholders requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction receivedreceived from Trust Certificateholders holding not less than a majority of the Certificate Balance and in accordance with Sections 6.04 and 6.05, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholder Trust Certificateholders, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (e) Notwithstanding the foregoing, the right of the Transferor or the Trust Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture.

Action upon Instruction. (a) Subject to Article IV and the terms of the Spread Account this Agreement, the Administrator (the "Instructing Party Party") shall have the exclusive right to direct the actions of the Co-Owner Trustee in the management of the Trust, so long as such instructions are not in violation of inconsistent with the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Co-Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee they, or any one of them, shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as the case may be, shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee, the Co-Owner Trustee or the Co-Owner Eligible Lender acts in good faith in accordance with any written instruction of received from the Instructing Party receivedParty, neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee, as the case may be, shall not be liable on account of such action to any Person. If the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) ), it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholder, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (d) In the event that the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee or is silent or is incomplete as to the course of action that the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee is required to take with respect to a particular set of facts, the Owner Trustee, the Co-Owner Trustee, or the Trust Eligible Lender Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it and, to the extent that the Owner Trustee, the Co-Owner Trustee and/or the Trust Eligible Lender Trustee acts or refrains from acting in good faith in accordance with any such instruction received, neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall not be liable, liable on account of such action or inaction, inaction to any Person. If the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholder, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction.

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

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

Action upon Instruction. (a) Subject to Article IV IV, [Section 3.12,] and in accordance with the terms of the Spread Account AgreementTransaction Documents, the Instructing Party shall have the exclusive right to Certificateholders may, by written instruction, direct the actions of the Owner Trustee in the management of the Trust. [Further, with respect to provisions hereunder that provide for instruction by the Certificateholders, for so long as all outstanding Certificates are Book-Entry Certificates, if the Owner Trustee shall have notified the Certificateholders in writing of a proposed action and within 15 Business Days of such instructions are not in violation notice none of the express terms set forth herein or in any Basic Document. The Instructing Party Certificateholders shall not instruct have notified the Owner Trustee in a manner inconsistent with this Agreement writing that such Certificateholder has withheld consent or provided alternative instruction, the Basic DocumentsOwner Trustee, in the place of Certificateholder instruction hereunder, may accept and rely on written instruction of the Administrator. If subsequently the Owner Trustee receives alternative written instruction from the Certificateholders, such subsequent instruction shall control.] (b) The Owner Trustee shall not be required to take any action hereunder under this Trust Agreement or under any Basic other Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof of this Trust Agreement or of any Basic other Transaction Document or is otherwise contrary to law. (c) Whenever Subject to Article IV, whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or any Basic other Transaction Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party [Certificateholders][Administrator] requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party [Certificateholders][Administrator] received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate written instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Trust Agreement or the Basic other Transaction Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholders, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (d) In Subject to Article IV, in the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic other Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party [Certificateholders][Administrator] requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate written instruction within 10 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, action not inconsistent with this Trust Agreement or the Basic other Transaction Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholders and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction.

Action upon Instruction. (a) Subject to Article IV Four and in accordance with the terms of the Spread Account AgreementBasic Documents, the Instructing Party shall have the exclusive right to Depositor may by written instruction direct the actions of the Owner Trustee in the management administration of the TrustIssuing Entity subject to, so long as such instructions are not and in violation accordance with, the terms of the express terms set forth herein or in any Basic DocumentDocuments. The Instructing Party shall not instruct Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee in a manner inconsistent with that shall be specifically required to be furnished pursuant to any provision of this Agreement or Agreement, shall examine them to determine whether they conform on their face to the Basic Documentsrequirements of this Agreement. (b) The Owner Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses (unless provided adequate indemnity) on the part of the Owner Trustee or Trustee, is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to lawlaw or any obligation of the Owner Trustee or the Issuing Entity. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any other Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Trust Certificateholders requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of Trust Certificateholders holding not less than a Majority Interest of the Instructing Party receivedTrust Certificates, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or as may be necessary under the circumstances) ), it may, but shall be under no duty to, take or refrain from taking such action, action not inconsistent with this Agreement or the other Basic Documents, Documents as it shall deem to be in the best interests of the Certificateholder Trust Certificateholders, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this inaction. 16 (NALT 2025-B Amended and Restated Trust Agreement.) (d) In the event that If the Owner Trustee is unsure as to the application of any provision of this Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement or any other Basic Document permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Trust Certificateholders requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction receivedreceived from Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates and in accordance with Sections 6.04 and 6.05, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholder Trust Certificateholders, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (e) Notwithstanding the foregoing, the right of the Depositor or the Trust Certificateholders to take any action affecting the Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture.

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

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

Action upon Instruction. (a) Subject to Article IV X and the terms of the Spread Account Agreement, the Instructing Party shall have the exclusive right to direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not in violation of the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreement. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreement. TRUST AND SERVICING AGREEMENT 91 (e) The Owner Trustee shall not take any action (a) that violates the purposes of the Trust set forth in Section 1.03 or (b) that, to the actual knowledge of the Owner Trustee, would result in the Trust becoming taxable as a corporation for federal income tax purposes. The Instructing Party shall not direct the Owner Trustee to take action that would violate the provisions of this Section. (f) The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Owner Trustee shall furnish to the Certificateholder, the Insurer and the Rating Agencies promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents. (g) The Owner Trustee shall furnish to the Certificateholder, the Insurer and the Rating Agencies promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents. (h) No provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own negligent action, its own negligent failure to act, or its own bad faith; provided, however, that: (i) Prior to the occurrence of an Event of Servicer Default, and after the curing of all such Events of Servicer Default that may have occurred, the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties and obligations as shall be specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Owner Trustee and, in the absence of bad faith on the part of the Owner Trustee, or manifest error, the Owner Trustee may conclusively rely on the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement; (ii) The Owner Trustee shall not be liable for an error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Owner Trustee shall have been grossly negligent in ascertaining the pertinent facts; (iii) The Owner Trustee shall not be liable with respect to any action taken, suffered, or omitted to be taken in good faith in accordance with this Agreement or at the direction of the Certificate relating to the time, method, and place of conducting any proceeding for any remedy available TRUST AND SERVICING AGREEMENT 92 to the Owner Trustee, or exercising any trust or power conferred upon the Owner Trustee, under this Agreement; (iv) The Owner Trustee shall not be charged with knowledge of any failure by the Servicer to comply with the obligations of the Servicer referred to in clauses (i) or (ii) of Section 14.01, or of any failure by the Transferor to comply with the obligations of the Transferor referred to in clause (ii) of Section 14.01, unless a Responsible Officer of the Owner Trustee receives written notice of such failure (it being understood that knowledge of the Servicer or the Servicer as custodian, in its capacity as agent for the Owner Trustee, is not attributable to the Owner Trustee) from the Servicer or the Transferor, as the case may be; and (v) Without limiting the generality of this Section or Section 15.07, the Owner Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to therein or any financing statement (or continuation statement) evidencing a security interest in the Receivables or the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed, or levied against, any part of the Trust, (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Trust pursuant to this Agreement believed by the Owner Trustee to be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Transferor's or the Servicer's representations, warranties or covenants or the Servicer's duties and obligations as Servicer and as custodian of the Receivable Files under this Agreement. The Owner Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Owner Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement except during such time, if any, as the Owner Trustee shall be the successor to, and be vested with the rights, duties, powers, and privileges of, the Servicer in accordance with the terms of this Agreement. Except for actions expressly authorized by this Agreement, the Owner Trustee shall take no action reasonably likely to impair the security interests created or existing under any Receivable or to impair the value of any Receivable.

Action upon Instruction. (a) Subject to Article IV and the terms of the Spread Account this Agreement, the Administrator (the "Instructing Party Party") shall have the exclusive right to direct the actions of the Co-Owner Trustee in the management of the Trust, so long as such instructions are not in violation of inconsistent with the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Co-Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee they, or any one of them, shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law.. 20 of 41 (c) Whenever the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as the case may be, shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee, the Co-Owner Trustee or the Co-Owner Eligible Lender acts in good faith in accordance with any written instruction of received from the Instructing Party receivedParty, neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee, as the case may be, shall not be liable on account of such action to any Person. If the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) ), it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholder, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (d) In the event that the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee or is silent or is incomplete as to the course of action that the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee is required to take with respect to a particular set of facts, the Owner Trustee, the Co-Owner Trustee, or the Trust Eligible Lender Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it and, to the extent that the Owner Trustee, the Co-Owner Trustee and/or the Trust Eligible Lender Trustee acts or refrains from acting in good faith in accordance with any such instruction received, neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall not be liable, liable on account of such action or inaction, inaction to any Person. If the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholder, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction.

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

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

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

Action upon Instruction. (a) Subject to Article IV and IV, the terms Certificateholder(s) acting by the Holders of Certificates evidencing not less than a majority of the Spread Account Agreement, Certificate Percentage Interest (the "Instructing Party Party") shall have the exclusive right to direct the actions of the Owner Trustee in the management of the TrustIssuer, so long as such instructions are not in violation of inconsistent with the express terms set forth herein or in any Basic Related Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Related Documents; provided, however, that the Owner Trustee in its individual capacity shall not incur any liability for the good faith compliance with any instructions received by it from an Instructing Party. (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic Related Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Related Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Related Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Certificateholder(s) and the Note Insurer requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of delivery of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Related Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholder(s), and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (d) In the event that If the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Related Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that if this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Certificateholder(s) requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of delivery of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Related Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholder(s), and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction.

Action upon Instruction. (a) Subject to Article IV and the terms of the Spread Account this Agreement, the Administrator (the “Instructing Party Party”) shall have the exclusive right to direct the actions of the Co-Owner Trustee in the management of the Trust, so long as such instructions are not in violation of inconsistent with the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Co-Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee they, or any one of them, shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as the case may be, shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee, the Co-Owner Trustee or the Co-Owner Eligible Lender acts in good faith in accordance with any written instruction of received from the Instructing Party receivedParty, neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee, as the case may be, shall not be liable on account of such action to any Person. If the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) ), it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholder, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (d) In the event that the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee or is silent or is incomplete as to the course of action that the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee is required to take with respect to a particular set of facts, the Owner Trustee, the Co-Owner Trustee, or the Trust Eligible Lender Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it and, to the extent that the Owner Trustee, the Co-Owner Trustee and/or the Trust Eligible Lender Trustee acts or refrains from acting in good faith in accordance with any such instruction received, neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall not be liable, liable on account of such action or inaction, inaction to any Person. If the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholder, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction.

Action upon Instruction. (a) Subject to Article IV and Section 7.01 and in accordance with the terms of the Spread Account AgreementTransaction Documents, the Instructing Party shall have the exclusive right to Certificateholders may by written instruction direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not in violation . Such direction may be exercised at any time by written instruction of the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic DocumentsCertificateholders pursuant to Article IV. (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in personal liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to applicable law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any Basic Transaction Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Certificateholders requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction received from Holders of Certificates evidencing not less than a majority of the Instructing Party receivedaggregate Percentage Interest, the Owner Trustee shall not be personally liable on account of such action or inaction to any Person. If the Owner Trustee shall not have received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, action not inconsistent with this Agreement or and the Basic Documents, other Transaction Documents as it shall deem to be in the best interests of the Certificateholder Certificateholders and shall have no personal liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any Basic Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required or permitted to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Certificateholders requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction receivedreceived from Holders of Certificates evidencing not less than a majority of the aggregate Percentage Interest, the Owner Trustee shall not be personally liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, action not inconsistent with this Agreement or the Basic Documents, other Transaction Documents as it shall deem to be in the best interests of the Certificateholder Certificateholders, and shall have no personal liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction.

Action upon Instruction. (a) Subject to Article IV and hereof, in accordance with the terms of the Spread Account AgreementTransaction Documents, the Instructing Party shall have the exclusive right to Trust Owner may by written instruction direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not in violation of the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic other Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document other Transaction Documents or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Basic other Transaction Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Trust Owner and the Residual Interest Owner requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party Trust Owner and the Residual Interest Owner received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, action not inconsistent with this Agreement or and the Basic other Transaction Documents, as it shall deem to be in the best interests of the Certificateholder Trust Owner and the Residual Interest Owner, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (d) In the event that the Owner Trustee is unsure as to the application applicability of any provision of this Agreement or any Basic other Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as 19 KL2 3304888.6 to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Residual Interest Owner requesting instruction from it and, to the extent that the Owner Trustee Trustee, in good faith, acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, action not inconsistent with this Agreement or the Basic other Transaction Documents, as it shall deem to be in the best interests of the Certificateholder Trust Owner and the Residual Interest Owner, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided inaction. (e) Notwithstanding anything contained herein to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the registration with, licensing by or the taking of any other similar action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware by or with respect to the Owner Trustee; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or an political subdivisions thereof in existence on the date hereof other than the State of Delaware being payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated in this Agreement. In the event that the Owner Trustee has determined that any action set forth in clauses (i) through (iii) above will result in the consequences stated therein, the Owner Trustee shall appoint one or more Persons to act as co-trustee pursuant to Section 10.05 hereof.

Action upon Instruction. (a) Subject to Article IV and the terms of the Spread Account Agreement, the Insurer (so long as (i) an Insurer Default shall not have occurred and be continuing and (ii) either the Class A Notes are still outstanding, amounts owing to the Insurer under the Insurance Agreement have not been paid to it or the term of the Class A Note Policy has not expired) or the Security Majority (if (i) an Insurer Default shall have occurred and be continuing or (ii) the Class A Notes are no longer outstanding, all amounts owing to the Insurer have been paid to it and the Class A Note Policy has expired) (the "Instructing Party Party") shall have the exclusive right to direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not in violation of inconsistent with the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with in violation of this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholder, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreement.the

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

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

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

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

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

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

Action upon Instruction. (a) Subject to Article IV and in accordance with the terms of the Spread Account AgreementTransaction Documents, the Instructing Party shall have Majority Owners and/or the exclusive right to Administrator and/or, following the occurrence of a Trigger Event, a Designated Customer Representative, may by written instruction direct the actions of the Owner Signatory Trustee in the management of the Trust, so long as such instructions are not in violation of the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Owner Notwithstanding the foregoing, the Signatory Trustee shall not be required to take any action hereunder or under any Basic Transaction Document if the Owner Signatory Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in personal liability or unreimbursed expenses on the part of the Owner Signatory Trustee or is contrary to the terms hereof or of any Basic Transaction Document or is otherwise contrary to applicable law. (c) Whenever the Owner a Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Basic Transaction Document, the Owner such Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Owners and the Administrator requesting instruction from it the Majority Owners or the Administrator as to the course of action to be adopted, and to the extent the Owner such Trustee acts in good faith in accordance with any written instruction of the Instructing Party Majority Owners or the Administrator received, the Owner such Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreement. (d) In the event that such Trustee receives conflicting instructions from the Owner Trustee is unsure as to Administrator and the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its applicationMajority Owners, or is, or appears to be, in conflict with any other applicable provision, or the Majority Owners’ instructions shall control; and in the event that this Agreement permits any determination by such Trustee receives conflicting instructions from (x) the Owner Trustee Administrator or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to Majority Owners and (y) a particular set of factsDesignated Customer Representative, the Owner Trustee may give notice (in such form as a Designated Customer Representative’s instructions shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Personcontrol. If the Owner such Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Transaction Documents, as it shall deem to be in the best interests of the Certificateholder Owners, and shall have no liability to any Person for such action or inaction except inaction. (d) In the event that a Trustee is unsure as otherwise expressly provided to the application of any provision of this Agreement or any Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this AgreementAgreement provides no direction to such Trustee or is silent or is incomplete as to the course of action that such Trustee is required to take with respect to a particular set of facts, such Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Owners, the Administrator and, following the occurrence of a Trigger Event, the Designated Customer Representative requesting instruction and, to the extent that such Trustee acts or refrains from acting in good faith in accordance with any such instruction received from the Administrator, the Majority Owners or, as applicable, the Designated Customer Representative, such Trustee shall not be liable, on account of such action or inaction, to any Person. In the event that such Trustee receives conflicting instructions from the Administrator and the Majority Owners, the Majority Owners’ instructions shall control; and in the event that such Trustee receives conflicting instructions from (x) the Administrator or the Majority Owners and (y) a Designated Customer Representative, a Designated Customer Representative’s instructions shall control. If such Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Transaction Documents, as it shall deem to be in the interests of the Owners, and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV and the terms of the Spread Account AgreementIV, the Insurer (so long as any Class A Notes are outstanding and an Insurer Default will not have occurred and be continuing) or the Certificateholder (if an Insurer Default has occurred and is continuing or if no Class A Notes are outstanding) (the "Instructing Party shall have Party") has the exclusive right to direct the actions of the Owner Trustee in the management of the Trust, so long as . The Instructing Party will ensure that such instructions are not in violation of inconsistent with the express terms set forth herein or in any Basic Document. The Instructing Party shall will not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Owner Trustee shall will not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have has reasonably determined, or shall have has been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to lawlaw and a copy of such opinion has been provided to the Servicer. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Document, the Owner Trustee shall will promptly give notice (in such form as shall will be appropriate under the circumstances) to the Instructing Party requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party received, the Owner Trustee shall will not be liable on account of such action to any Person. If the Owner Trustee shall will not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall will be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall will deem to be in the best interests of the Certificateholder Certificateholder, and shall will have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (d) In the event that If 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 if this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall will be appropriate under the circumstances) to the Instructing Party requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall will not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall will not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall will be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall will deem to be in the best interests of the Certificateholder Certificateholder, and shall will have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction.

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

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

Action upon Instruction. (a) Subject to this Article IV and Section 10.13 of this Trust Agreement and in accordance with the terms of the Spread Account AgreementBasic Documents, the Instructing Party shall have the exclusive right to Certificateholders may by written instruction direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not in violation . Such direction may be exercised at any time by written instruction of the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with Certificateholders pursuant to this Agreement or the Basic DocumentsArticle IV. (b) The Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement or under any other Basic Document, the Owner Trustee shall promptly give notice (or in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreement. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Trust Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Trust Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Certificateholders (with a copy to the Enhancer) requesting instruction from it andas to the course of action to be adopted, and to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction receivedwritten instructions received from Certificateholders of Certificates representing a majority of the aggregate Certificate Balance, the Owner Trustee shall not be liable, liable on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, action not inconsistent with this Trust Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction.

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

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

Action upon Instruction. (a) Subject to Article IV X and the terms of the Spread Account Agreement, the Instructing Party shall have the exclusive right to direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not in violation of the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreement. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreement. The Owner Trustee shall not take any action (a) that violates the purposes of the Trust set forth in Section 1.03 or (b) that, to the actual knowledge of the Owner Trustee, would result in the Trust's becoming taxable as a corporation for federal income tax purposes. The Instructing Party shall not direct the Owner Trustee to take action that would violate the provisions of this Section. The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Owner Trustee shall furnish to the Certificateholder, the Insurer and the Rating Agencies promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents. The Owner Trustee shall furnish to the Certificateholder, the Insurer and the Rating Agencies promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents. No provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own negligent action, its own grossly negligent failure to act, or its own bad faith; provided, however, that: (i) Prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties and obligations as shall be specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Owner Trustee and, in the absence of bad faith on the part of the Owner Trustee, or manifest error, the Owner Trustee may conclusively rely on the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement; (ii) The Owner Trustee shall not be liable for an error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Owner Trustee shall have been grossly negligent in ascertaining the pertinent facts; (iii) The Owner Trustee shall not be liable with respect to any action taken, suffered, or omitted to be taken in good faith in accordance with this Agreement or at the direction of the Certificate relating to the time, method, and place of conducting any proceeding for any remedy available to the Owner Trustee, or exercising any trust or power conferred upon the Owner Trustee, under this Agreement; (iv) The Owner Trustee shall not be charged with knowledge of any failure by the Servicer to comply with the obligations of the Servicer referred to in clauses (i) or (ii) of Section 8.01, or of any failure by the Transferor to comply with the obligations of the Transferor referred to in clause (ii) of Section 8.01, unless a Responsible Officer of the Owner Trustee receives written notice of such failure (it being understood that knowledge of the Servicer or the Servicer as custodian, in its capacity as agent for the Owner Trustee, is not attributable to the Owner Trustee) from the Servicer or the Transferor, as the case may be; and (v) Without limiting the generality of this Section or Section 15.07, the Owner Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to therein or any financing statement (or continuation statement) evidencing a security interest in the Receivables or the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed, or levied against, any part of the Trust, (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Trust pursuant to this Agreement believed by the Owner Trustee to be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Transferor's or the Servicer's representations, warranties or covenants or the Servicer's duties and obligations as Servicer and as custodian of the Receivable Files under this Agreement. The Owner Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Owner Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement except during such time, if any, as the Owner Trustee shall be the successor to, and be vested with the rights, duties, powers, and privileges of, the Servicer in accordance with the terms of this Agreement. Except for actions expressly authorized by this Agreement, the Owner Trustee shall take no action reasonably likely to impair the security interests created or existing under any Receivable or to impair the value of any Receivable.

Action upon Instruction. (a) Subject to Article IV and IV, the terms Certificateholder(s) acting by the Holders of Certificates evidencing not less than a majority of the Spread Account Agreement, Certificate Percentage Interest (the "Instructing Party Party") shall have the exclusive right to direct the actions of the Owner Trustee in the management of the TrustIssuer, so long as such instructions are not in violation of inconsistent with the express terms set forth herein or in any Basic Related Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Related Documents; provided, however, that the Owner Trustee in its individual capacity shall not incur any liability for the good faith compliance with any instructions received by it from an Instructing Party. (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic Related Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Related Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Related Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Certificateholder(s) requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of delivery of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Related Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholder(s), and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (d) In the event that If the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Related Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that if this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Certificateholder(s) requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of delivery of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Related Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholder(s), and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction.

Action upon Instruction. (a) Subject to Article IV IV, Section 7.01 and in accordance with the terms of the Spread Account AgreementBasic Documents, the Instructing Party shall have the exclusive right to Depositor may by written instruction direct the actions of the Owner Eligible Lender Trustee in the management of the Trust, so long as such instructions are not in violation . Such direction may be exercised at any time by written instruction of the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic DocumentsDepositor pursuant to Article IV. (b) The Owner Eligible Lender Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Eligible Lender Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Eligible Lender Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) Whenever the Owner Eligible Lender Trustee is unable to decide determine the appropriate course of action between alternative courses of action permitted or required by the terms of this Agreement or under any other Basic Document, the Owner Eligible Lender Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Depositor requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Eligible Lender Trustee acts in good faith in accordance with any written instruction of the Instructing Party Depositor received, the Owner Eligible Lender Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreement. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Eligible Lender Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholder beneficial owner, and shall have no liability to any Person for such action or inaction except inaction. (d) In the event that the Eligible Lender Trustee is unsure as otherwise expressly provided to the application of any provision of this Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Eligible Lender Trustee or is silent or is incomplete as to the course of action that the Eligible Lender Trustee is required to take with respect to a particular set of facts, the Eligible Lender Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Depositor requesting instruction from the Depositor and, to the extent that the Eligible Lender Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Eligible Lender Trustee shall not be liable, on account of such action or inaction, to any Person. If the Eligible Lender Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Depositor and shall have no liability to any Person for such action or inaction. (e) On the Closing Date, the Eligible Lender Trustee shall execute and deliver on behalf of the Trust the Swap Agreement with the Swap Counterparty. The Eligible Lender Trustee shall execute and deliver on behalf of the Trust, with the consent of the Indenture Trustee, an amendment to the Swap Agreement with the Swap Counterparty for the sole purpose to cure any ambiguity to the Swap Agreement; provided, that the Eligible Lender Trustee determines and the Indenture Trustee agrees in writing, that that amendment will not adversely affect the interest of the Noteholders. Notwithstanding the foregoing, the cumulative notional amount of the Swap Agreement may never exceed the outstanding principal balance of the Notes.

Action upon Instruction. (a) Subject to Article IV and the terms of the Spread Account Agreement, the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Certificateholders (if an Insurer Default shall have occurred and be continuing) (the "Instructing Party Party") shall have the exclusive right to direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not in violation of inconsistent with the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (ba) The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (cb) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholders, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (dc) 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 Instructing Party requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholders, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction.

Action upon Instruction. (a) Subject to Article IV and the terms of the Spread Account Agreement, X the Instructing Party shall have the exclusive right to direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not in violation of the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such 84 notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder Residual Interest holder and the Certificateholders and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreement. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder Residual Interest Holders and the Certificateholders and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreement. (e) The Owner Trustee shall not take any action (a) that violates the purposes of the Trust set forth in Section 1.03 hereof or (b) that, to the actual knowledge of the Owner Trustee, would result in the Trust becoming taxable as a corporation for federal income tax purposes. The Instructing Party shall not direct the Owner Trustee to take action that would violate the provisions of this Section. (f) The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. To the extent not otherwise provided to such Person pursuant to the terms hereof or the other Basic Documents, and otherwise without duplication, the Owner Trustee shall furnish to the Residual Interest Holders, the Certificateholders and the Rating Agencies promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents. (g) The Owner Trustee shall furnish to the Residual Interest Holders, the Certificateholders and the Rating Agencies promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents. (h) No provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own negligent action, its own negligent failure to act, or its own bad faith; provided, however, that: (i) Prior to the occurrence of an Event of Servicer Default, and after the curing of all such Events of Servicer Default that may have occurred, the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties and obligations as shall be specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Owner Trustee and, in the absence of bad faith on the part of the Owner Trustee, or manifest error, the Owner Trustee may conclusively rely on the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement; (ii) The Owner Trustee shall not be liable for an error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Owner Trustee shall have been grossly negligent in ascertaining the pertinent facts; (iii) The Owner Trustee shall not be liable with respect to any action taken, suffered, or omitted to be taken in good faith in accordance with this Agreement or at the direction of the Instructing Party relating to the time, method, and place of conducting any proceeding for any remedy available to the Owner Trustee, or exercising any trust or power conferred upon the Owner Trustee, under this Agreement; (iv) The Owner Trustee shall not be charged with knowledge of any failure by the Servicer to comply with the obligations of the Servicer referred to in clauses (i) or (ii) of Section 14.01 hereof, or of any failure by the Transferor to comply with the obligations of the Transferor referred to in clause (ii) of Section 14.01 hereof, unless a Responsible Officer of the Owner Trustee receives written notice of such failure (it being understood that knowledge of the Servicer or the Servicer as custodian, in its capacity as agent for the Owner Trustee, is not attributable to the Owner Trustee) from the Servicer or the Transferor, as the case may be; and (v) Without limiting the generality of this Section or Section 15.07 hereof, the Owner Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to therein or any financing statement (or continuation statement) evidencing a security interest in the Receivables or the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed, or levied against, any part of the Trust, (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Trust pursuant to this Agreement believed by the Owner Trustee to be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Transferor's or the Servicer's representations, warranties or covenants or the Servicer's duties and obligations as Servicer and as custodian of the Receivable Files under this Agreement. The Owner Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Owner Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement except during such time, if any, as the Owner Trustee shall be the successor to, and be vested with the rights, duties, powers, and privileges of, the Servicer in accordance with the terms of this Agreement. Except for actions expressly authorized by this Agreement, the Owner Trustee shall take no action reasonably likely to impair the security interests created or existing under any Receivable or to impair the value of any Receivable.

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

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

Action upon Instruction. (a) Subject to Article IV IV, Section 7.01 and in accordance with the terms of the Spread Account AgreementBasic Documents, the Instructing Party shall have the exclusive right to Company may by written instruction direct the actions of the Owner Eligible Lender Trustee in the management of the Trust, so long as such instructions are not in violation . Such direction may be exercised at any time by written instruction of the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic DocumentsCompany pursuant to Article IV. (b) The Owner Eligible Lender Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Eligible Lender Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Eligible Lender Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) Whenever the Owner Eligible Lender Trustee is unable to decide determine the appropriate course of action between alternative courses of action permitted or required by the terms of this Agreement or under any other Basic Document, the Owner Eligible Lender Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Company requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Eligible Lender Trustee acts in good faith in accordance with any written instruction of the Instructing Party Company received, the Owner Eligible Lender Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreement. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Eligible Lender Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholder Company, and shall have no liability to any Person for such action or inaction except inaction. (d) In the event that the Eligible Lender Trustee is unsure as otherwise expressly provided to the application of any provision of this Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this AgreementAgreement permits any determination by the Eligible Lender Trustee or is silent or is incomplete as to the course of action that the Eligible Lender Trustee is required to take with respect to a particular set of facts, the Eligible Lender Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Company and the Swap Counterparty requesting instruction from the Company and, to the extent that the Eligible Lender Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Eligible Lender Trustee shall not be liable, on account of such action or inaction, to any Person. If the Eligible Lender Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Company and shall have no liability to any Person for such action or inaction. (e) Upon satisfaction of the Rating Agency Condition, if the Administrator directs, the Eligible Lender Trustee shall enter into an amendment to the Swap Agreement with the Swap Counterparty. The sole amendment, other than to cure any ambiguity, to the Swap Agreement may be to change the notional amount of the Swap Agreement from instead of the scheduled notional amount attached to the Swap Agreement to the outstanding principal balance of the Notes.

Action upon Instruction. (a) Subject to Article IV and IV, the terms Certificateholders holding not less than 51% of the Spread Account AgreementCertificate Interest, with, prior to the Class A Termination Date, the consent of the Class A Insurer (the "Instructing Party Party") shall have the exclusive right to direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not in violation of inconsistent with the express terms set forth herein or in any Basic DocumentDocument or with instructions of the Class A Noteholders acting pursuant to the Basic Documents. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholders and the Class A Insurer, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementabsent gross negligence or willful misconduct. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholders and the Class A Insurer, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction, absent gross negligence or willful misconduct.

Action upon Instruction. (a) Subject to Article IV and the terms of the Spread Account this Agreement, the Administrator (the "Instructing Party Party") shall have the exclusive right to direct the actions of the Co-Owner Trustee in the management of the Trust, so long as such instructions are not in violation of inconsistent with the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Co-Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee they, or any 18 Trust Agreement one of them, shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as the case may be, shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee, the Co-Owner Trustee or the Co-Owner Eligible Lender acts in good faith in accordance with any written instruction of received from the Instructing Party receivedParty, neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee, as the case may be, shall not be liable on account of such action to any Person. If the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) ), it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholder, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (d) In the event that the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee or is silent or is incomplete as to the course of action that the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee is required to take with respect to a particular set of facts, the Owner Trustee, the Co-Owner Trustee, or the Trust Eligible Lender Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it and, to the extent that the Owner Trustee, the Co-Owner Trustee and/or the Trust Eligible Lender Trustee acts or refrains from acting in good faith in accordance with any such instruction received, neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall not be liable, liable on account of such action or inaction, inaction to any Person. If the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholder, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction.

Action upon Instruction. (a) Subject to Article IV and hereof, in accordance with the terms of the Spread Account AgreementTransaction Documents, the Instructing Party shall have the exclusive right to Trust Owner may by written instruction direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not in violation of the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic other Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document other Transaction Documents or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Basic other Transaction Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Trust Owner and the Residual Interest Owner requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party Trust Owner and the Residual Interest Owner received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, action not inconsistent with this Agreement or and the Basic other Transaction Documents, as it shall deem to be in the best interests of the Certificateholder Trust Owner and the Residual Interest Owner, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (d) In the event that the Owner Trustee is unsure as to the application applicability of any provision of this Agreement or any Basic other Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Residual Interest Owner requesting instruction from it and, to the extent that the Owner Trustee Trustee, in good faith, acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, action not inconsistent with this Agreement or the Basic other Transaction Documents, as it shall deem to be in the best interests of the Certificateholder Trust Owner and the Residual Interest Owner, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided inaction. (e) Notwithstanding anything contained herein to the contrary, the Owner Trustee shall not be required to take any action in this Agreement.any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the registration with, licensing by or the taking of any other similar action in respect of, any state or other governmental authority or agency of any 21

Action upon Instruction. (a) Subject to Article IV and Four, the terms Transferor, as holder of the Spread Account AgreementTransferor Trust Certificate, the Instructing Party shall have the exclusive right to may by written instruction direct the actions of the Owner Trustee in the management administration of the TrustIssuer subject to, so long as such instructions are not and in violation accordance with, the terms of the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents; provided that such instruction shall not, materially adversely affect any Securityholder. (b) The Owner Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or Trustee, is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to lawlaw or any obligation of the Owner Trustee or the Issuer. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any other Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Transferor, as holder of the Transferor Trust Certificate requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of Trust Certificateholders holding not less than a majority of the Instructing Party receivedCertificate Balance, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or as may be necessary under the circumstances) ), it may, but shall be under no duty to, take or refrain from taking such action, action not inconsistent with this Agreement or the other Basic Documents, Documents as it shall deem to be in the best interests of the Certificateholder Trust Certificateholders, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement or any other Basic Document permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Transferor, as holder of the Transferor Trust Certificate requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction receivedreceived from Transferor, as holder of the Transferor Trust Certificate and in accordance with Sections 6.04 and 6.05, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholder Trust Certificateholders, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (e) Notwithstanding the foregoing, the right of the Transferor or the Trust Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture.

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

Action upon Instruction. (a) a. Subject to Article IV IV, Section 7.01 and in accordance with the terms of the Spread Account AgreementBasic Documents, the Instructing Party shall have the exclusive right to Company may by written instruction direct the actions of the Owner Eligible Lender Trustee in the management of the Trust, so long as such instructions are not in violation . Such direction may be exercised at any time by written instruction of the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic DocumentsCompany pursuant to Article IV. (b) b. The Owner Eligible Lender Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Eligible Lender Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Eligible Lender Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) c. Whenever the Owner Eligible Lender Trustee is unable to decide determine the appropriate course of action between alternative courses of action permitted or required by the terms of this Agreement or under any other Basic Document, the Owner Eligible Lender Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Company requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Eligible Lender Trustee acts in good faith in accordance with any written instruction of the Instructing Party Company received, the Owner Eligible Lender Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreement. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Eligible Lender Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholder Company, and shall have no liability to any Person for such action or inaction except inaction. d. In the event that the Eligible Lender Trustee is unsure as otherwise expressly provided to the application of any provision of this Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this AgreementAgreement permits any determination by the Eligible Lender Trustee or is silent or is incomplete as to the course of action that the Eligible Lender Trustee is required to take with respect to a particular set of facts, the Eligible Lender Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Company requesting instruction and, to the extent that the Eligible Lender Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Eligible Lender Trustee shall not be liable, on account of such action or inaction, to any Person. If the Eligible Lender Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Company and shall have no liability to any Person for such action or inaction.

Action upon Instruction. (a) Subject to Article IV X and the terms of the Spread Account Agreement, the Instructing Party shall have the exclusive right to direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not in violation of the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreement. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreement. (e) The Owner Trustee shall not take any action (a) that violates the purposes of the Trust set forth in Section 1.03 hereof or (b) that, to the actual knowledge of the Owner Trustee, would result in the Trust becoming taxable as a corporation for federal income tax purposes. The Instructing Party shall not direct the Owner Trustee to take action that would violate the provisions of this Section. (f) The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. To the extent not otherwise provided to such Person pursuant to the terms hereof or the other Basic Documents, and otherwise without duplication, the Owner Trustee shall furnish to the Certificateholder, the Insurer and the Rating Agencies promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents. (g) The Owner Trustee shall furnish to the Certificateholder, the Insurer and the Rating Agencies promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents. (h) No provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own negligent action, its own negligent failure to act, or its own bad faith; provided, however, that: (i) Prior to the occurrence of an Event of Servicer Default, and after the curing of all such Events of Servicer Default that may have occurred, the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties and obligations as shall be specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Owner Trustee and, in the absence of bad faith on the part of the Owner Trustee, or manifest error, the Owner Trustee may conclusively rely on the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement; (ii) The Owner Trustee shall not be liable for an error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Owner Trustee shall have been grossly negligent in ascertaining the pertinent facts; (iii) The Owner Trustee shall not be liable with respect to any action taken, suffered, or omitted to be taken in good faith in accordance with this Agreement or at the direction of the Certificate relating to the time, method, and place of conducting any proceeding for any remedy available to the Owner Trustee, or exercising any trust or power conferred upon the Owner Trustee, under this Agreement; (iv) The Owner Trustee shall not be charged with knowledge of any failure by the Servicer to comply with the obligations of the Servicer referred to in clauses (i) or (ii) of Section 14.01 hereof, or of any failure by the Transferor to comply with the obligations of the Transferor referred to in clause (ii) of Section 14.01 hereof, unless a Responsible Officer of the Owner Trustee receives written notice of such failure (it being understood that knowledge of the Servicer or the Servicer as custodian, in its capacity as agent for the Owner Trustee, is not attributable to the Owner Trustee) from the Servicer or the Transferor, as the case may be; and (v) Without limiting the generality of this Section or Section 15.07 hereof, the Owner Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to therein or any financing statement (or continuation statement) evidencing a security interest in the Receivables or the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed, or levied against, any part of the Trust, (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Trust pursuant to this Agreement believed by the Owner Trustee to be genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Transferor’s or the Servicer’s representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and as custodian of the Receivable Files under this Agreement. The Owner Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Owner Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement except during such time, if any, as the Owner Trustee shall be the successor to, and be vested with the rights, duties, powers, and privileges of, the Servicer in accordance with the terms of this Agreement. Except for actions expressly authorized by this Agreement, the Owner Trustee shall take no action reasonably likely to impair the security interests created or existing under any Receivable or to impair the value of any Receivable.

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

Action upon Instruction. (a) Subject to Article IV and the terms of the Spread Account AgreementIV, the Note Insurer (so long as a Note Insurer Default shall not have occurred and be continuing) or the Certificateholders (if a Note Insurer Default shall have occurred and be continuing) (the "Instructing Party Party") shall have the exclusive right to direct the actions of the Owner Trustee in the management of the Holding Trust, so long as such instructions are not in violation of inconsistent with the express terms set forth herein or in any Basic Operative Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Operative Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic Operative Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Operative Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Operative Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Operative Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholders, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Operative Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have 15 20 received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Operative Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholders, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction.

Action upon Instruction. (a) Subject to Article IV and IV, the terms Certificateholders holding not less than 51% of the Spread Account AgreementCertificate Interest, with, prior to the Class A Termination Date, the consent of the Controlling Party (the "Instructing Party Party") shall have the exclusive right to direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not in violation of inconsistent with the express terms set forth herein or in any Basic DocumentDocument or with instructions of the Class A Noteholders acting pursuant to the Basic Documents. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Instructing Party received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholders, the Class A Insurer and the Backup Insurer, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementabsent gross negligence or willful misconduct. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder Certificateholders, the Class A Insurer and the Backup Insurer, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction, absent gross negligence or willful misconduct.

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

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

Action upon Instruction. (a) Subject to Article IV and the terms of the Spread Account AgreementIV, the Instructing Party Equity Certificateholder shall have the exclusive right to direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not in violation of inconsistent with the express terms set forth herein or in any Basic Related Document, and provided that if the Indenture Trustee, the Noteholders or the Servicer are entitled, pursuant to the Indenture or the Transfer and Servicing Agreement, to direct any actions of the Owner Trustee, such directions shall control. The Instructing Party shall Equity Certificateholder may not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Related Documents. (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic Related Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Related Document or is otherwise contrary to law. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Related Document, and the Owner Trustee has not received instructions with respect to such matter from the Indenture Trustee, the Noteholders or the Servicer pursuant to the terms of the Indenture or the Transfer and Servicing Agreement, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Equity Certificateholder requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of received from the Instructing Party receivedEquity Certificateholder, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten 15 days of such notice (or within such shorter period of time as reasonably may be specified in such 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 Related Documents, as it shall deem to be in the best interests of the Certificateholder Equity Certificateholder, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Related Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Equity Certificateholder requesting instruction from it and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 15 days of such notice (or within such shorter period of time as reasonably may be specified in such 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 Related Documents, as it shall deem to be in the best interests of the Certificateholder Equity Certificateholder, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction.

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

Action upon Instruction. (a) Subject to Article IV and Four, in accordance with the terms of the Spread Account AgreementBasic Documents, the Instructing Party shall have the exclusive right to Owners may by written instruction direct the actions of Owner Trustee or the Co-Owner Trustee in the management of the Trust, so long as such instructions are not in violation . Such direction may be exercised at any time by written instruction of the express terms set forth herein or in any Basic Document. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic DocumentsOwners pursuant to Article Four. (b) The Neither the Owner Trustee nor the Co-Owner Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Trustee or the Co-Owner Trustee, as applicable, shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability or unreimbursed expenses on the part of the Owner Trustee or the Co-Owner Trustee, as applicable, or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) Whenever the Owner Trustee or the Co-Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any other Basic Document, the Owner Trustee or the Co-Owner Trustee, as applicable, shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Owners and the Insurer requesting instruction from it as to the course of action to be adopted, and to the extent the Owner Trustee or the Co-Owner Trustee, as applicable, acts in good faith in accordance with any written instruction of the Instructing Party Owners received, the Owner Trustee or the Co-Owner Trustee, as applicable, shall not be liable on account of such action to any Person. If the Owner Trustee or the Co-Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, action not inconsistent with this Agreement or and the other Basic Documents, as it shall deem to be in the best interests of the Certificateholder Owners, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction. (d) In the event that the Owner Trustee or the Co-Owner Trustee is unsure as to the application of any provision of this Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or the Co-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 or the Co-Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Instructing Party Owners requesting instruction from it and, to the extent that the Owner Trustee or the Co-Owner Trustee, as applicable, acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee or the Co-Owner Trustee, as applicable, shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee or the Co-Owner Trustee shall not have received appropriate instruction within 10 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, action not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholder Owners, and shall have no liability to any Person for such action or inaction except as otherwise expressly provided in this Agreementinaction.