Common use of Reliance; Advice of Counsel Clause in Contracts

Reliance; Advice of Counsel. The Owner Trustee will incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes rely on an officer’s certificate of the relevant party, as to such fact or matter, and such officer’s certificate will constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trust, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the Owner Trustee will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons.

Reliance; Advice of Counsel. The Owner Trustee will incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes rely on an officer’s 's certificate of the relevant party, as to such fact or matter, and such officer’s 's certificate will constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trust, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the Owner Trustee will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons.

Reliance; Advice of Counsel. The Owner Trustee will shall not incur no any liability to anyone any Person in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it in good faith to be signed by the proper party or parties. The Owner Trustee may accept and rely upon a certified copy of a resolution of the board of directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on an officer’s certificate Officer's Certificate of the relevant party, as to such fact or matter, and such officer’s certificate will shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trusttrusts hereunder, the Owner Trustee may, at the expense of the Trust (i) may execute the trust or any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, attorneys and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) may consult with counsel, accountants and other skilled persons Persons to be selected with reasonable care and employed by it, and the Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsPersons and not contrary to this Trust Agreement.

Reliance; Advice of Counsel. The Neither the Bank nor the Owner Trustee will shall incur no any liability to anyone any Person in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it in good faith to be signed by the proper party or parties. The Owner Trustee may accept and rely upon a certified copy of a resolution of the board of directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on an officer’s certificate Officers' Certificate of the relevant party, as to such fact or matter, and such officer’s certificate will Officers' Certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the TrustTrust hereunder, the Owner Trustee may, at the expense of the Trust (i) may execute the trust or any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, Agents and the Owner Trustee will shall not be liable for the default acts or misconduct omissions of any agent or attorney Agent selected by the it in good faith. The Owner Trustee with reasonable care; and (ii) may consult with counsel, accountants and other skilled persons Persons to be selected with reasonable care and employed by it, and the Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or opinion of any such counsel, accountants accountant or other skilled personsPersons, so long as the Owner Trustee exercised due care in the selection of such Persons, and had no actual knowledge that it could not reasonably rely on such advice or opinion or by any such Persons appointed in good faith.

Reliance; Advice of Counsel. The Owner Trustee will incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes rely on an officer’s 's certificate of the relevant party, as to such fact or matter, and such officer’s 's certificate will constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trust, the Owner Trustee may, at the expense of the Trust Trust, (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the Owner Trustee will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons.

Reliance; Advice of Counsel. The Owner Trustee will incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes rely on an officer’s 's certificate of the relevant party, as to such fact or matter, and such officer’s 's certificate will constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trust, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected appointed by the Owner Trustee with reasonable careit in good faith; and (ii) consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the Owner Trustee will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons.

Reliance; Advice of Counsel. The Neither the [Bank] nor the Owner Trustee will shall incur no any liability to anyone any Person in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it in good faith to be signed by the proper party or parties. The Owner Trustee may accept and rely upon a certified copy of a resolution of the board of directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on an officer’s certificate Officers' Certificate of the relevant party, as to such fact or matter, and such officer’s certificate will Officers' Certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the TrustTrust hereunder, the Owner Trustee may, at the expense of the Trust (i) may execute the trust or any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, Agents and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) may consult with counsel, accountants and other skilled persons Persons to be selected with reasonable care and employed by it, and the Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or opinion of any such counsel, accountants accountant or other skilled personsPersons, so long as the Owner Trustee had no actual knowledge that it could not reasonably rely on such advice or opinion or by any such Persons appointed with due care.

Reliance; Advice of Counsel. The Owner Trustee will incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes rely on an officer’s certificate of the relevant party, party as to such fact or matter, and such officer’s certificate will will: constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Note Issuance Trust, the Owner Trustee may, at the expense of the Note Issuance Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the Owner Trustee will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons.

Reliance; Advice of Counsel. The Owner Trustee will incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes rely on an officer’s certificate of the relevant party, party as to such fact or matter, and such officer’s certificate will constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Note Issuance Trust, the Owner Trustee may, at the expense of the Note Issuance Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the Owner Trustee will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons.

Reliance; Advice of Counsel. The Owner Trustee will incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes rely on an officer’s certificate of the relevant party, as to such fact or matter, and such officer’s certificate will constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trust, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected appointed by the Owner Trustee with reasonable careit in good faith; and (ii) consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the Owner Trustee will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons.

Reliance; Advice of Counsel. The Owner Trustee will incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes rely on an officer’s certificate of the relevant party, as to such fact or matter, and such officer’s certificate will constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trust, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected appointed by the Owner Trustee with reasonable careit in good faith; and (ii) consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the Owner Trustee will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons.

Reliance; Advice of Counsel. The Owner Trustee will shall not incur no any liability to anyone any Person in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, reportresort, opinion, bond or other document or paper believed by it him to be genuine and believed by it him to be signed by the proper party or parties. The Owner Trustee may accept and rely upon a certified copy of a resolution of the board of directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on an officer’s 's certificate of the relevant party, as to such fact or matter, and such officer’s certificate will shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it him in good faith in reliance thereon. In the administration of the Trusttrusts hereunder, the Owner Trustee may, at the expense of the Trust (i) may execute the trust or any of the trusts or powers hereof and perform its his powers and duties hereunder directly or through agents or attorneysattorneys and may, and at the Owner Trustee will not be liable for expense of the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) Trust, consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by ithim, and the Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personspersons and not contrary to express provisions of this Agreement, unless the selection of such counsel, accountants or other persons shall have been made with negligence, willful misconduct or bad faith.

Reliance; Advice of Counsel. The Owner Trustee will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board Board of directors Directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on an officer’s certificate a certificate, signed by a duly authorized officer of the relevant party, as to such fact or matter, and such officer’s certificate will shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trusttrusts hereunder, the Owner Trustee may, at the expense of the Trust (i) may execute the trust or any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneysattorneys and may consult, and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personspersons and not contrary to this Agreement, so long as such advice or opinion pertains to such matters as the Trustee may reasonably presume to be within the scope of such person's expertise.

Reliance; Advice of Counsel. The Owner Trustee will Trust Company shall not incur no any liability to anyone any Person in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it in good faith to be signed by the proper party or parties. The Owner Trustee Trust Company may accept and rely upon, a certified copy of a resolution of the board of directors or other governing body of any entity corporate party as conclusive evidence that such each resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee Trust Company may for all purposes hereof rely on an officer’s certificate Officers' Certificate of the relevant party, as to such fact or matter, and such officer’s certificate will shall constitute full protection to the Owner Trustee Trust Company for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trusttrusts hereunder, the Owner Trustee may, at the expense of the Trust (i) may execute the trust or any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, attorneys and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) may consult with counsel, accountants and other skilled persons Persons to be selected with reasonable care and employed by it, and the Owner Trustee will Trust Company shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsPersons and not contrary to this Trust Agreement.

Reliance; Advice of Counsel. The Owner Trustee will shall not incur no any liability to anyone any Person in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it in good faith to be genuine and believed by it in good faith to be signed by the proper party or parties. The Owner Trustee may accept and rely upon a certified copy of a resolution of the board of directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on an officer’s certificate Officer's Certificate of the relevant party, as to such fact or matter, and such officer’s certificate will shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trusttrusts hereunder, the Owner Trustee may, at the expense of the Trust (i) may execute the trust or any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, attorneys and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) may consult with counsel, accountants and other skilled persons Persons to be selected with reasonable care and employed by it, and the Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsPersons selected by it in good faith and not contrary to this Trust Agreement.

Reliance; Advice of Counsel. (a) The Owner Trustee will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner method of ascertainment the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on an officer’s certificate a certificate, signed by the president or any vice president or by the treasurer, secretary or other authorized officers of the relevant party, as to such fact or matter, and such officer’s certificate will shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the exercise or administration of the Trusttrusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder may act directly or through its agents or attorneysattorneys pursuant to agreements entered into with any of them, and the Owner Trustee will shall not be liable for the default conduct or misconduct of any agent such agents or attorney attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care; , and (ii) may consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the . The Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice or opinion of any such counsel, accountants or other skilled personssuch persons and according to such opinion not contrary to this Agreement or any Basic Document.

Reliance; Advice of Counsel. The Owner Trustee will shall not incur no any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, [Trust Agreement (GARC II 98-A)] order, certificate, report, opinion, bond or other document or paper reasonably believed by it in good faith to be genuine and reasonably believed by it in good faith to be signed by the proper party or parties. Any request, direction, order or demand of the Owner Participant or the Lessee mentioned herein or in any other Operative Agreement to which the Owner Trustee is a party shall be sufficiently evidenced by an Officer's Certificate of the Owner Participant or the Lessee, as the case may be. The Owner Trustee may accept in good faith a certified copy of a resolution of the board Board of directors Directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on an officer’s certificate Officer's Certificate of the relevant party, party as to such fact or matter, and such officer’s certificate will Officer's Certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trusttrusts hereunder, the Owner Trustee may, at the expense of the Trust (i) may execute the trust or any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) may consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it (other than persons regularly employed by it), and the Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion within the scope of the competence of any such counsel, accountants or other skilled persons and not contrary to this Trust Agreement, except for the use of due care in the appointment of counsel, accountants or other skilled persons.

Reliance; Advice of Counsel. The Owner Trustee will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or partiesparties and need not investigate any fact or matter in any such document. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner method of ascertainment the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on an a certificate, signed by the chief executive officer’s certificate , or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter, and such officer’s certificate will shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the exercise or administration of the Trusttrusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder Trustee: may act directly or through agents its agents, attorneys, custodians or attorneysnominees pursuant to agreements entered into with any of them, and the Owner Trustee will shall not be liable for the default conduct or misconduct of any agent such agents, attorneys, custodians or attorney nominees if such agents, attorneys, custodians or nominees shall have been selected by the Owner Trustee with reasonable care; and (ii) may consult with counsel, accountants and other skilled persons professionals to be selected with reasonable care and employed by it, and the . The Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice or opinion of any such counsel, accountants or other skilled personssuch Persons and not contrary to this Agreement or any Basic Document.

Reliance; Advice of Counsel. The Neither the Bank nor the Owner Trustee will shall incur no any liability to anyone any Person in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it in good faith to be signed by the proper party or parties. The Owner Trustee may accept and rely upon a certified copy of a resolution of the board of directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on an officer’s certificate Officers' Certificate of the relevant party, as to such fact or matter, and such officer’s certificate will Officers' Certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the TrustTrust hereunder, the Owner Trustee may, at the expense of the Trust (i) may execute the trust or any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, Agents and the Owner Trustee will shall not be liable for the default acts or misconduct omissions of any agent or attorney Agent selected by the it in good faith. The Owner Trustee with reasonable care; and (ii) may consult with counsel, accountants and other skilled persons Persons to be selected with reasonable care and employed by it, and the Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants accountant or other skilled personsPersons, so long as the Owner Trustee had no actual knowledge that it could not reasonably rely on such advice or opinion or by any such Persons appointed in good faith.

Reliance; Advice of Counsel. (a) The Owner Trustee will may rely upon, shall be protected in relying upon, and shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond bond, or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner method of ascertainment the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on an officer’s certificate a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter, matter and such officer’s certificate will shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the Trusttrusts hereunder and in the performance of its duties and obligations under this Agreement or the other Basic Documents, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder may act directly or through its agents or attorneysattorneys pursuant to agreements entered into with any of them, and the Owner Trustee will shall not be liable for the default conduct or misconduct of any agent such agents or attorney attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care; , and (ii) may consult with counsel, accountants and other skilled persons Persons to be selected with reasonable care and employed by it, and the . The Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice or opinion of any such counsel, accountants or other skilled personssuch Persons and not contrary to this Agreement or any other Basic Document. SECTION 7.5.

Reliance; Advice of Counsel. The Owner Trustee will --------------------------- incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes rely on an officer’s 's certificate of the relevant party, as to such fact or matter, and such officer’s 's certificate will constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trust, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the Owner Trustee will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons.

Reliance; Advice of Counsel. The Owner Trustee will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes rely on an officer’s 's certificate of the relevant party, as to such fact or matter, and such officer’s 's certificate will shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trust, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Owner Trustee will shall not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons.

Reliance; Advice of Counsel. (a) The Owner Trustee will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond note, or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner method of ascertainment determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on an officer’s certificate a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter, matter and such officer’s certificate will shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the exercise or administration of the TrustTrust hereunder and in the performance of its duties and obligations under this Trust Agreement or the Basic Documents, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder may act directly or through agents its agents, attorneys, custodians or attorneysnominees (including persons acting under a power of attorney) pursuant to agreements entered into with any of them, and the Owner Trustee will shall not be liable for the default conduct or misconduct of any agent such agents, attorneys, custodians or attorney nominees (including persons acting under a power of attorney) if such persons have been selected by the Owner Trustee with reasonable care; , and (ii) may consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the . The Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice or opinion of any such counsel, accountants or other skilled personssuch Persons and not contrary to this Trust Agreement or any Basic Document.

Reliance; Advice of Counsel. The Owner Trustee will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as 14 TRUST AGREEMENT conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes rely on an officer’s 's certificate of the relevant party, as to such fact or matter, and such officer’s 's certificate will shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trust, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Owner Trustee will shall not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons.

Reliance; Advice of Counsel. (a) The Owner Trustee will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner method of ascertainment the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on an officer’s certificate a certificate, signed by the president or any vice president or by the treasurer, secretary or other authorized officers of the relevant party, as to such fact or matter, and such officer’s certificate will shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the exercise or administration of the Trusttrusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder may act directly or through its agents or attorneysattorneys pursuant to agreements entered into with any of them, and the Owner Trustee will shall not be liable for the default conduct or misconduct of any agent such agents or attorney attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care; , and (ii) may consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the . The Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice or opinion of any such counsel, accountants or other skilled personssuch persons and according to such opinion not contrary to this Agreement or any Basic Document or, with respect to Certificates, any Series Supplement or any Series Related Document.

Reliance; Advice of Counsel. The Owner Trustee will incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes rely on an officer’s 's certificate of the relevant party, as to such fact or matter, and such officer’s 's certificate will constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trust, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care, nor shall the Owner Trustee be responsible for monitoring their performance; and (ii) consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the Owner Trustee will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons.

Reliance; Advice of Counsel. The Owner Trustee will Trust Company shall not incur no --------------------------- any liability to anyone any Person in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it in good faith to be genuine and believed by it to be signed by the proper party or parties. The Owner Trust Company and the Trustee may accept and rely upon a certified copy of a resolution of the board of directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trust Company and the Trustee may for all purposes hereof rely on an officer’s officers' certificate of the relevant party, as to such fact or matter, and such officer’s certificate will shall constitute full protection to the Owner Trust Company and the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon, except as provided in Section 5.1 hereof. In the administration of the Trust, the Owner Trustee may, at the expense of the Trust (i) may execute the trust or any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, attorneys and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) may consult with counsel, accountants and other skilled persons Persons to be selected with reasonable care and employed by it, and neither the Owner Trust Company nor the Trustee will not shall be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsPersons.

Reliance; Advice of Counsel. (a) The Owner Trustee will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond bond, or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner method of ascertainment the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on an officer’s certificate a certificate, signed by the president or any vice president or by the treasurer or other authorized officer of the relevant party, as to such fact or matter, matter and such officer’s certificate will shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the TrustTrust hereunder and in the performance of its duties and obligations under this Agreement or the Transaction Documents, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder may act directly or through its agents or attorneysattorneys pursuant to agreements entered into with any of them, and the Owner Trustee will shall not be liable for the default conduct or misconduct of any agent such agents or attorney attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care; , and (ii) may consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the . The Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice or opinion of any such counsel, accountants or other skilled personssuch persons and not contrary to this Agreement or any Transaction Document.

Reliance; Advice of Counsel. The Owner Trustee will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond Note, or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner method of ascertainment determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on an officer’s certificate a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter, matter and such officer’s certificate will shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the exercise or administration of the TrustTrust hereunder and in the performance of its duties and obligations under this Trust Agreement or the Transaction Documents, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder may act directly or through agents its agents, attorneys, custodians or attorneysnominees (including persons acting under a power of attorney) pursuant to agreements entered into with any of them, and the Owner Trustee will shall not be liable for the default conduct or misconduct of any agent such agents, attorneys, custodians or attorney nominees (including persons acting under a power of attorney) if such persons have been selected by the Owner Trustee with reasonable care; care and (ii) may consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the . The Owner Trustee will shall not be liable in its individual capacity for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice or opinion of any such counsel, accountants or other skilled personssuch Persons and not contrary to this Trust Agreement or any Transaction Document.

Reliance; Advice of Counsel. The Owner Trustee will Trust Company shall not --------------------------- incur no any liability to anyone any Person in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it in good faith to be genuine and believed by it to be signed by the proper party or parties. The Owner Trust Company and the Trustee may accept and rely upon a certified copy of a resolution of the board of directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trust Company and the Trustee may for all purposes hereof rely on an officer’s officers' certificate of the relevant party, as to such fact or matter, and such officer’s certificate will shall constitute full protection to the Owner Trust Company and the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon, except as provided in Section 5.1 hereof. In the administration of the Trust, the Owner Trustee may, at the expense of the Trust (i) may execute the trust or any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, attorneys and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) may consult with counsel, accountants and other skilled persons Persons to be selected with reasonable care and employed by it, and neither the Owner Trust Company nor the Trustee will not shall be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsPersons.

Reliance; Advice of Counsel. (a) The Owner Trustee will may rely upon, shall be protected in relying upon, and shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond bond, or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner method of ascertainment the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on an officer’s certificate a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter, matter and such officer’s certificate will shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the Trusttrusts hereunder and in the performance of its duties and obligations under this Agreement or the other Basic Documents, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder may act directly or through its agents or attorneysattorneys pursuant to agreements entered into with any of them, and the Owner Trustee will shall not be liable for the default conduct or misconduct of any agent such agents or attorney attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care; , and (ii) may consult with counsel, accountants and other skilled persons Persons to be selected with reasonable care and employed by it, and the . The Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice or opinion of any such counsel, accountants or other skilled persons.such Persons and not contrary to this Agreement or any other Basic Document. SECTION 7.5

Reliance; Advice of Counsel. The Owner Trustee (including in its individual capacity) may conclusively rely and will incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes require and rely on an officer’s certificate of the relevant party, as to such fact or matter, and such officer’s certificate will constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trust, the Owner Trustee may, at the expense of the Trust Trust, (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Owner Trustee (including in its individual capacity) will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the Owner Trustee (including in its individual capacity) will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that any portion of the Trust Estate shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Trust Estate the Owner Trustee is hereby expressly authorized, subject to the relevant standard of care, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel mutually acceptable by the Owner Trustee and Funding is binding upon it, whether with or without jurisdiction. Subject to the relevant standard of care, in the event that the Owner Trustee obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

Reliance; Advice of Counsel. (a) The Owner Trustee will may rely upon, shall be protected in relying upon, and shall incur no liability to anyone in acting upon upon, any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond bond, or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner method of ascertainment determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on an officer’s certificate a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter, matter and such officer’s certificate will shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the Trusttrusts hereunder and in the performance of its duties and obligations under this Agreement or the other Basic Documents, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder may act directly or through its agents or attorneysattorneys pursuant to agreements entered into with any of them, and the Owner Trustee will shall not be liable for the default conduct or misconduct of any agent such agents or attorney attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care; , and (ii) may consult with counsel, accountants and other skilled persons Persons to be selected with reasonable care and employed by it, and the . The Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice or opinion of any such counsel, accountants or other skilled personssuch Persons and not contrary to this Agreement or any other Basic Document.

Reliance; Advice of Counsel. The Owner Trustee will shall not incur no any liability to anyone any Person in acting in reliance upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Owner Trustee may accept and rely upon a certified copy of a resolution of the board of directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may may, for all purposes hereof, rely on an officerOfficer’s certificate Certificate of the relevant party, party as to such fact or matter, and such officer’s certificate will shall constitute full protection to the Owner Trustee for any action taken or omitted to be refrained from being taken by it in good faith in reliance thereon. In the administration of the Trusttrust hereunder, the Owner Trustee may, at the expense of the Trust (i) may execute the trust or any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneysattorneys and may, and at the Owner Trustee will not be liable for expense of the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) Trust Estate, consult with counsel, accountants and other skilled persons Persons to be selected with reasonable care and employed by it, and the Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsPersons and the Trustee shall not be liable for the negligence of any such counsel, accountant or other skilled person appointed by it with due care hereunder.

Reliance; Advice of Counsel. The Owner Trustee will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond Bond, or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner method of ascertainment determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on an officer’s certificate a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter, matter and such officer’s certificate will shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the exercise or administration of the TrustTrust hereunder and in the performance of its duties and obligations under this Trust Agreement or the Basic Documents, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder may act directly or through agents its agents, attorneys, custodians or attorneysnominees (including persons acting under a power of attorney) pursuant to agreements entered into with any of them, and the Owner Trustee will shall not be liable for the default conduct or misconduct of any agent such agents, attorneys, custodians or attorney nominees (including persons acting under a power of attorney) if such persons have been selected by the Owner Trustee with reasonable care; care and (ii) may consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the . The Owner Trustee will shall not be liable in its individual capacity for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice or opinion of any such counsel, accountants or other skilled personssuch Persons and not contrary to this Trust Agreement or any Basic Document.

Reliance; Advice of Counsel. The Neither the Bank nor the Owner Trustee will shall incur no any liability to anyone any person or entity in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it in good faith to be signed by the proper party or parties. The Owner Trustee may accept and rely upon a certified copy of a resolution of the board of directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on an officer’s certificate Officers’ Certificate of the relevant party, as to such fact or matter, and such officer’s certificate will Officers’ Certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the TrustTrust hereunder, the Owner Trustee may, at the expense of the Trust (i) may execute the trust or any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Owner Trustee will shall not be liable for the default acts or misconduct omissions of any Trust agent or attorney selected by the it in good faith. The Owner Trustee with reasonable care; and (ii) may consult with counsel, accountants and other skilled persons Persons to be selected with reasonable care and employed by it, and the Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or opinion of any such counsel, accountants accountant or other skilled personsPersons, so long as the Owner Trustee had no actual knowledge that it could not reasonably rely on such advice or opinion or by any such Persons appointed in good faith.

Reliance; Advice of Counsel. The Owner Trustee will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board Board of directors Directors or other governing body of any entity corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president and by the treasurer or an officer’s certificate assistant treasurer or the secretary or an assistant secretary of the relevant party, as to such fact or matter, and such officer’s certificate will shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trusttrusts hereunder, the Owner Trustee may, at the expense of the Trust (i) may execute the trust or any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, attorneys and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) may consult with counsel, accountants and other skilled persons of generally accepted competence to be selected with reasonable care and retained by it (other than persons regularly employed by it), and the Owner Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personspersons appointed by it hereunder with due care and not contrary to this Agreement.

Reliance; Advice of Counsel. The Owner Delaware Trustee will shall not incur no any liability to anyone in acting in reliance upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond bond, direction or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Delaware Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity party, certified by the secretary or a senior officer thereof, as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Delaware Trustee may for all purposes hereof rely on an officer’s a certificate of the relevant party, person as to such fact or matter, and such officer’s certificate will shall constitute full protection to the Owner Delaware Trustee for any action taken taken, suffered or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trusttrusts created hereby, the Owner Delaware Trustee may, at the expense of the Trust (i) may execute the trust or any of the trusts or powers hereof and perform any of its powers and duties duties, including, if applicable, the holding of title to all or any part of the Trust Estate, hereunder directly or through agents or attorneys, attorneys and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) may consult with counsel, accountants and other skilled persons persons, at the expense of the Trust, to be selected with reasonable care and employed by it, and the Owner Delaware Trustee will shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion within the scope of such person’s competence of any such counsel, accountants or other skilled personspersons selected by it with due care.

Reliance; Advice of Counsel. The Owner Trustee will --------------------------- incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes rely on an officer’s 's certificate of the relevant party, as to such fact or matter, and such officer’s 's certificate will constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trust, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected appointed by the Owner Trustee with reasonable careit in good faith; and (ii) consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the Owner Trustee will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons.