Common use of Whenever the Owner Trustee is required to decide or is unable to decide Clause in Contracts

Whenever the Owner Trustee is required to decide or is unable to decide. between alternative courses of action permitted or required by the terms of this Owner Trust Agreement or under any Basic Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Owner Trust Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Owner 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 shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instructions received from the Holder of the Certificate, 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 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 Owner Trust Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or inaction.

Whenever the Owner Trustee is required to decide or is unable to decide. between alternative courses of action permitted or required by the terms of this Owner Trust Agreement or under any Basic Operative Document, or in the event that the Owner Trustee is unsure as to the application of any provision of this Owner Trust 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 Owner 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 shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders and the NIMs Insurer requesting instruction direction as to the course of action to be adopted, adopted and to the extent the Owner Trustee acts in good faith in accordance with any written instructions received from the Holder of the Certificatesuch Certificateholders or NIMs Insurer pursuant to Section 4.03(a) above, 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 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 Owner Trust Agreement or the Basic Operative Documents, as it shall deem to be in the best interests of the CertificateholdersCertificateholders and subject to the rights of the NIMs Insurer, and the Owner Trustee shall have no liability to any Person for such action or inaction.