Owner’s Instruction Clause Samples

Owner’s Instruction. (a) The Issuer Trustee shall not be required to take any action hereunder or under any Basic Document if the Issuer Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Issuer Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law. (b) In the event that the Issuer Trustee is unable to decide between alternative courses of action permitted or required by, or 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 Issuer Trustee or is silent or is incomplete as to the course of action that the Issuer Trustee is required to take with respect to a particular set of facts, the Issuer Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Owner requesting instruction and, to the extent that the Issuer Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Issuer Trustee shall not be liable, on account of such action or inaction, to any Person. If the Issuer 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 as it shall deem to be in the best interests of the Owner, and shall have no liability to any Person for such action or inaction.