Common use of Reliance; Advice of Counsel Clause in Contracts

Reliance; Advice of Counsel. (a) The Owner Trustee may conclusively rely on and shall incur no personal 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 shall not be responsible for the content or accuracy of any such document provided to the Owner Trustee and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth of the statements, facts (including the correctness of any numbers or calculations) and the correctness of the opinions expressed therein. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any 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 method of the determination 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 or by the treasurer, secretary or other Authorized Officers of the relevant party, as to such fact or matter, and such 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. Prior to taking or refraining from taking any action hereunder, the Owner Trustee shall be entitled to request, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense of the party requesting the Owner Trustee to take such action or inaction.

Reliance; Advice of Counsel. (a) The Owner Trustee may conclusively rely on and shall incur no personal liability to anyone in acting upon any signature, instrument, direction, 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 shall not be responsible for the content or accuracy of any such document provided to the Owner Trustee may request and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth (and shall be fully protected in relying) upon an opinion of the statements, facts (including the correctness of any numbers or calculations) and the correctness of the opinions expressed thereincounsel. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any 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 method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof request and rely on a certificate, signed by the president or any vice president or by the treasurer, secretary treasurer or other Authorized Officers authorized officers or agents of the relevant party, as to such fact or matter, matter and such 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. Prior The Owner Trustee need not investigate or re-calculate, evaluate, verify or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to taking the truth of the statements and the correctness of the opinions expressed therein. The costs of any opinion of counsel or refraining from taking any action hereunder, certificate requested by the Owner Trustee under this Section shall be entitled to request, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense of paid by the party requesting the Owner Trustee to take such action act or inactionrefrain from acting.

Reliance; Advice of Counsel. (a) The Owner Trustee may conclusively rely on and shall incur no personal liability to anyone in acting upon any signature, instrument, direction, 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 request and shall not be responsible for the content or accuracy of any such document provided entitled to the Owner Trustee receive and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth (and shall be fully protected in relying) upon an opinion of the statements, facts (including the correctness of any numbers or calculations) and the correctness of the opinions expressed thereincounsel and/or an officer’s certificate. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any 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 method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof request and rely on a certificate, signed by the president or any vice president or by the treasurer, secretary treasurer or other Authorized Officers authorized officers or agents of the relevant party, as to such fact or matter, matter and such 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. Prior The Owner Trustee need not investigate or re-calculate, evaluate, verify or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to taking the truth of the statements and the correctness of the opinions expressed therein. The costs of any opinion of counsel or refraining from taking any action hereunder, certificate requested by the Owner Trustee under this Section shall be entitled to request, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense of paid by the party requesting the Owner Trustee to take such action act or inactionrefrain from acting.

Reliance; Advice of Counsel. (a) The Owner Delaware Trustee may conclusively rely on and shall not incur no personal 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 Trustee shall not be responsible for the content or accuracy of any such document provided to the Owner Trustee and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth of the statements, facts (including the correctness of any numbers or calculations) and the correctness of the opinions expressed therein. The Owner Delaware Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party 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 method manner of the determination ascertainment of which is not specifically prescribed herein, the Owner Delaware Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer, secretary or other Authorized Officers certificate of the relevant party, person as to such fact or matter, and such certificate 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. Prior to taking or refraining from taking any action hereunderIn the administration of the trusts created hereby, the Owner Delaware Trustee may execute any of the trusts or powers hereof and perform any of its powers and duties, including, if applicable, the holding of title to all or any part of the Trust Estate, hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and employed by it, and the Delaware Trustee shall not be entitled to requestliable for anything done, receive, rely upon and act suffered or omitted in good faith by it in accordance withwith the advice or opinion within the scope of such person's competence of any such counsel, officer’s certificates accountants or opinions of counsel provided at the expense of the party requesting the Owner Trustee to take such action or inactionother skilled persons selected by it with due care.

Reliance; Advice of Counsel. (a) The Owner In the absence of bad faith, the Resident Delaware Trustee may conclusively rely on upon certificates or opinions furnished to the Resident Delaware Trustee and conforming to any applicable requirements of this Trust Agreement in determining the truth of the statements and the correctness of the opinions contained therein, and shall incur no personal liability to anyone in acting upon on 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 shall not be responsible for the content or accuracy of any such document provided to the Owner Trustee parties and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or investigate any fact of or matter stated pertaining to or in any such document and may conclusively rely document; provided, however, that the Resident Delaware Trustee shall have examined any such certificates or opinions so as to the truth reasonably determine compliance of the statements, facts (including the correctness same with any applicable requirements of any numbers or calculations) and the correctness of the opinions expressed thereinthis Trust Agreement. The Owner Resident Delaware Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party or other 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 method of the determination of which is not specifically prescribed herein, the Owner Resident Delaware Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer, secretary treasurer or other Authorized Officers authorized officers or representatives of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Resident Delaware Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. Prior to taking or refraining from taking any action hereunder, the Owner Trustee shall be entitled to request, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense of the party requesting the Owner Trustee to take such action or inaction.

Reliance; Advice of Counsel. (a) The Owner Trustee Trustees may conclusively rely on and shall incur no personal 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 Neither Trustee shall not be responsible for the content or accuracy of any such document provided to the Owner Trustee it and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth of the statements, facts (including the correctness of any numbers or calculations) and the correctness of the opinions expressed therein. The Owner Trustee Trustees may accept a certified copy of a resolution of the board of directors or other governing body of any 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 method of the determination of which is not specifically prescribed herein, the Owner each Trustee may for all purposes hereof rely on 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 certificate shall constitute full protection to the Owner such Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. Prior to taking or refraining from taking any action hereunder, the Owner Trustee Trustees shall be entitled to request, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense of the party requesting the Owner Trustee Trustees to take such action or inaction.

Reliance; Advice of Counsel. (a) The Owner Grantor Trust Trustee may conclusively rely on and shall incur no personal 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 Grantor Trust Trustee shall not be responsible for the content or accuracy of any such document provided to the Owner Grantor Trust Trustee and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth of the statements, facts (including the correctness of any numbers or calculations) and the correctness of the opinions expressed therein. The Owner Grantor Trust Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any 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 method of the determination of which is not specifically prescribed herein, the Owner Grantor Trust Trustee may for all purposes hereof rely on 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 certificate shall constitute full protection to the Owner Grantor Trust Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. Prior to taking or refraining from taking any action hereunder, the Owner Grantor Trust Trustee shall be entitled to request, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense of the party requesting the Owner Grantor Trust Trustee to take such action or inaction.

Reliance; Advice of Counsel. (a) The Owner Trustee may conclusively rely on and shall incur no personal 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 shall not be responsible for the content or accuracy of any such document provided to the Owner Trustee it and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth of the statements, facts (including the correctness of any numbers or calculations) and the correctness of the opinions expressed therein. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any 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 method of the determination 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 or by the treasurer, secretary or other Authorized Officers of the relevant party, as to such fact or matter, and such 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. Prior to taking or refraining from taking any action hereunder, the Owner Trustee shall be entitled to request, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense of the party requesting the Owner Trustee to take such action or inaction.

Reliance; Advice of Counsel. (a) The Owner Trustee may conclusively rely on and shall incur no personal liability to anyone in acting upon any signature, instrument, direction, notice, resolution, request, consent, order, certificate, report, opinion, bond xxxx, 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 request and shall not be responsible for the content or accuracy of any such document provided entitled to the Owner Trustee receive and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth (and shall be fully protected in relying) upon an opinion of the statements, facts (including the correctness of any numbers or calculations) and the correctness of the opinions expressed thereincounsel and/or an officer’s certificate. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any 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 method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof request and rely on a certificate, signed by the president or any vice president or by the treasurer, secretary treasurer or other Authorized Officers authorized officers or agents of the relevant party, as to such fact or matter, matter and such 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. Prior The Owner Trustee need not investigate or re-calculate, evaluate, verify or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to taking the truth of the statements and the correctness of the opinions expressed therein. The costs of any opinion of counsel or refraining from taking any action hereunder, certificate requested by the Owner Trustee under this Section shall be entitled to request, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense of paid by the party requesting the Owner Trustee to take such action act or inactionrefrain from acting.

Reliance; Advice of Counsel. (a) The Neither the Owner Trustee, the Co-Owner Trustee may conclusively rely on and nor the Trust Eligible Lender Trustee shall incur no personal any 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 shall not be responsible for Trustee, the content or accuracy of any such document provided to the Co-Owner Trustee and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth of the statements, facts (including the correctness of any numbers or calculations) and the correctness of the opinions expressed therein. The Owner Trust Eligible Lender Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any 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 method of the determination of which is not specifically prescribed herein, the Owner Trustee, the Co-Owner Trustee and the Trust Eligible Lender Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer, secretary treasurer or other Authorized Officers authorized officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee, the Co-Owner Trustee and Trust Eligible Lender Trustee, respectively, for any action taken or omitted to be taken by it in good faith in reliance thereon. Prior to taking or refraining from taking any action hereunder, the Owner Trustee shall be entitled to request, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense of the party requesting the Owner Trustee to take such action or inaction.

Reliance; Advice of Counsel. (a) The Neither Owner Trustee may conclusively rely on and shall incur no personal --------------------------- any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it such Owner Trustee in good faith to be genuine and reasonably believed by it such Owner Trustee in good faith to be signed by the proper party or parties. The Owner Trustee shall not be responsible for the content Any request, direction, order or accuracy demand of any such document provided to the Owner Trustee and need not investigate, evaluate, verify Participant or re-calculate the Charterer mentioned herein or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as other Operative Document to which the truth Owner Trust is a party shall be sufficiently evidenced by an Officer's Certificate of the statementsOwner Participant or the Charterer, facts (including as the correctness of any numbers or calculations) and the correctness of the opinions expressed thereincase may be. The An 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 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 method manner of the determination ascertainment of which is not specifically prescribed herein, the an Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer, secretary or other Authorized Officers an Officer's Certificate of the relevant party, party as to such fact or matter, and such certificate Officer's Certificate shall constitute full protection to the such Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. Prior to taking or refraining from taking any action In the administration of the trusts hereunder, an Owner Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and may consult with counsel, accountants and other skilled persons to be selected and employed by it, and an Owner Trustee shall not be entitled to requestliable for anything done, receive, rely upon and act suffered or omitted in good faith by such Owner Trustee in accordance with, officer’s certificates with the written advice or opinions of counsel provided at opinion within the expense scope of the party requesting competence of any such counsel, accountants or other skilled persons and not contrary to this Trust Agreement, except for the Owner Trustee to take such action exercise of reasonable care in the appointment of counsel, accountants or inactionother skilled persons.

Reliance; Advice of Counsel. (a) The Owner Trustee may conclusively rely on and shall incur no personal 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 shall not be responsible for the content or accuracy of any such document provided to the Owner Trustee and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth of the statements, facts (including the correctness of any numbers or calculations) and the correctness of the opinions expressed therein. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution 33 Amended and Restated Trust Agreement (DRIVE 2017-2) has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of the determination 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 or by the treasurer, secretary or other Authorized Officers of the relevant party, as to such fact or matter, and such 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. Prior to taking or refraining from taking any action hereunder, the Owner Trustee shall be entitled to request, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense of the party requesting the Owner Trustee to take such action or inaction.

Reliance; Advice of Counsel. (a) The Owner Trustee may conclusively rely on and shall incur no personal 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 shall not be responsible for the content or accuracy of any such document provided to the Owner Trustee and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth of the statements, facts (including the correctness of any numbers or calculations) and the correctness of the opinions expressed therein. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any 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 method of the determination 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 or by the treasurer, secretary or other Authorized Officers of the relevant party, as to such fact or matter, and such 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. Prior to taking or refraining from taking any action hereunder, the Owner Trustee shall be entitled to request, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense of the party requesting the Owner Trustee to take such action or inaction.. 33 Amended and Restated Trust Agreement (SDART 2020-3)

Reliance; Advice of Counsel. (a) The Owner Trustee may conclusively rely on and shall incur no personal liability to anyone in acting upon any signature, instrument, direction, 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 request shall not be responsible for the content or accuracy of any such document provided entitled to the Owner Trustee receive and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth (and shall be fully protected in relying) upon an opinion of the statements, facts (including the correctness of any numbers or calculations) and the correctness of the opinions expressed thereincounsel and/or an officer’s certificate. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any 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 method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof request and rely on a certificate, signed by the president or any vice president or by the treasurer, secretary treasurer or other Authorized Officers authorized officers or agents of the relevant party, as to such fact or matter, matter and such 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. Prior The Owner Trustee need not investigate or re-calculate, evaluate, verify or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to taking the truth of the statements and the correctness of the opinions expressed therein. The costs of any opinion of counsel or refraining from taking any action hereunder, certificate requested by the Owner Trustee under this Section shall be entitled to request, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense of paid by the party requesting the Owner Trustee to take such action act or inactionrefrain from acting.

Reliance; Advice of Counsel. (a) The Owner Trustee may conclusively rely on and shall incur no personal 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 shall not be responsible for the content or accuracy of any such document provided to the Owner Trustee and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth of the statements, facts (including the correctness of any numbers or calculations) and the correctness of the opinions expressed therein. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any 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 method of the determination 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 or by the treasurer, secretary or other Authorized Officers of the relevant party, as to such fact or matter, and such 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. Prior to taking or refraining from taking any action hereunder, the Owner Trustee shall be entitled to request, receive, rely upon and act in accordance 33 Amended and Restated Trust Agreement (SDART 2019-2) with, officer’s certificates or opinions of counsel provided at the expense of the party requesting the Owner Trustee to take such action or inaction.

Reliance; Advice of Counsel. (a) The Owner Trustee Trustees may conclusively rely on and shall incur no personal 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 Neither Trustee shall not be responsible for the content or accuracy of any such document provided to the Owner Trustee it and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth of the statements, facts (including the correctness of any numbers or calculations) and the 34 Second Amended and Restated Trust Agreement (SDART 2023-2) correctness of the opinions expressed therein. The Owner Trustee Trustees may accept a certified copy of a resolution of the board of directors or other governing body of any 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 method of the determination of which is not specifically prescribed herein, the Owner each Trustee may for all purposes hereof rely on 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 certificate shall constitute full protection to the Owner such Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. Prior to taking or refraining from taking any action hereunder, the Owner Trustee Trustees shall be entitled to request, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense of the party requesting the Owner Trustee Trustees to take such action or inaction.

Reliance; Advice of Counsel. (a) The Owner Trustee may conclusively rely on and shall incur no personal 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 shall not be responsible for the content or accuracy of any such document provided to the Owner Trustee and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth of the statements, facts (including the correctness of any numbers or calculations) and the correctness of the opinions expressed therein. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any 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 method of the determination 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 or by the treasurer, secretary or other Authorized Officers of the relevant party, as to such fact or matter, and such 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. Prior to taking or refraining from taking any action hereunder, the Owner Trustee shall be entitled to request, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense of the party requesting the Owner Trustee to take such action or inaction.. 33 Amended and Restated Trust Agreement (SDART 2020-4)

Reliance; Advice of Counsel. (a) The Owner Trustee may conclusively rely on and shall incur no personal liability to anyone in acting upon any signature, instrument, direction, 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 shall not be responsible for the content or accuracy of any such document provided to the Owner Trustee may request and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth (and shall be fully protected in relying) upon an opinion of the statements, facts (including the correctness of any numbers or calculations) and the correctness of the opinions expressed thereincounsel. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any 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 method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof request and rely on a certificate, signed by the president or any vice president or by the treasurer, secretary treasurer or other Authorized Officers authorized officers or agents of the relevant party, as to such fact or matter, matter and such 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. Prior The Owner Trustee need not investigate or re- calculate, evaluate, verify or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to taking the truth of the statements and the correctness of the opinions expressed therein. The costs of any opinion of counsel or refraining from taking any action hereunder, certificate requested by the Owner Trustee under this Section shall be entitled to request, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense of paid by the party requesting the Owner Trustee to take such action act or inactionrefrain from acting.

Reliance; Advice of Counsel. (a) The Owner Trustee may conclusively rely on and shall not incur no personal any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, 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. The Any request, direction, order or demand of the Owner Trustee shall not be responsible for Participant or the content Lessee mentioned herein or accuracy of in any such document provided other Operative Agreement to which the Owner Trustee and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth is a party shall be sufficiently evidenced by an Officer's Certificate of the statementsOwner Participant or the Lessee, facts (including as the correctness of any numbers or calculations) and the correctness of the opinions expressed thereincase may be. The Owner Trustee may accept in good faith a certified copy of a resolution of the board of directors or other governing body of any 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 method manner of the determination 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 or by the treasurer, secretary or other Authorized Officers an Officer's Certificate of the relevant party, party as to such fact or matter, and such certificate 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. Prior to taking or refraining from taking any action In the administration of the trusts hereunder, the Owner Trustee shall be entitled to request, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense may execute any of the party requesting trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and may consult with counsel, accountants and other skilled persons to be selected and employed by it (other than persons regularly employed by it), and the Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or opinion within the scope of the competence of any such counsel, accountants or other skilled persons and not contrary to take such action this Trust Agreement, except for the use of due care in the appointment of counsel, accountants or inactionother skilled persons.

Reliance; Advice of Counsel. (a) The Owner Grantor Trust Trustee may conclusively rely on and shall incur no personal liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper (whether in its original or facsimile form) believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Grantor Trust Trustee shall not be responsible for may conclusively rely on the content or accuracy truth of any such document provided to the Owner Trustee statements made and the correctness of opinions rendered and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or investigate any fact of or matter stated in any such document and may conclusively rely as to the truth of the statementsdocument, facts (including verifying the correctness of any numbers or calculations) and the correctness of the opinions expressed therein. The Owner Grantor Trust Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any 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 method of the determination of which is not specifically prescribed herein, the Owner Grantor Trust Trustee may for all purposes hereof rely on a certificatecertificate (the costs of which shall be paid by the party requesting such action), signed by the president or any vice president or by the treasurer, secretary treasurer or other Authorized Officers authorized officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Grantor Trust Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. Prior The Grantor Trust Trustee need not investigate or re-calculate, evaluate, verify or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely thereon as to taking or refraining from taking any action hereunder, the Owner Trustee shall be entitled to request, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense truth of the party requesting statements and the Owner Trustee to take such action or inactioncorrectness of the opinions expressed therein.

Reliance; Advice of Counsel. (a) The Owner Trustee may conclusively rely on and the Delaware Trustee shall incur no personal liability to anyone in acting upon any signature, instrument, direction, 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 shall not be responsible for the content or accuracy of any such document provided to the Owner Trustee and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document Delaware Trustee may request and may conclusively rely as to the truth upon an opinion of the statements, facts (including the correctness of any numbers or calculations) counsel. The Trustee and the correctness of the opinions expressed therein. The Owner Delaware Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any 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 method of the determination of which is not specifically prescribed herein, the Owner Trustee and the Delaware Trustee may for all purposes hereof request and rely on a certificate, signed by the president or any vice president or by the treasurer, secretary treasurer or other Authorized Responsible Officers (as defined in the Repurchase Agreement) of the relevant party, as to such fact or matter, matter and such certificate shall constitute full protection to the Owner Trustee or the Delaware Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. Prior Neither the Trustee nor the Delaware Trustee need investigate or re-calculate, evaluate, verify or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact or matter stated in such document and may conclusively rely as to taking the truth of the statements and the correctness of the opinions expressed therein. (b) In the exercise or refraining from taking any action hereunderadministration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the other Trust Documents, the Owner Trustee shall be entitled to requestand the Delaware Trustee may, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense of the party requesting Trust, (i) act directly or through its agents or attorneys pursuant to agreements entered into with any of them (and the Owner Trustee and the Delaware Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Trustee or the Delaware Trustee, as the case may be, with due care) and (ii) consult with counsel, experts and accountants to take be selected with due care and employed by it. Neither the Trustee nor the Delaware Trustee shall be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such action counsel, experts or inaction.accountants and not contrary to this Agreement or any other Trust Document. Section 7.04

Reliance; Advice of Counsel. (a) The Owner In the absence of bad faith, the Trustee may conclusively rely on upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Trust Agreement in determining the truth of the statements and the correctness of the opinions contained therein, and shall incur no personal liability to anyone in acting upon any signature, instrument, notice, resolutionresolutions, 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 shall not be responsible for the content or accuracy of any such document provided to the Owner Trustee parties and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or investigate any fact of or matter stated pertaining to or in any such document and may conclusively rely document; provided, however, that the Trustee shall examine each such certificate or opinion so as to determine whether on its face it complies with the truth requirements of the statements, facts (including the correctness of any numbers or calculations) and the correctness of the opinions expressed thereinthis Trust Agreement. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate or other 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 method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof herein rely on a certificate, signed by the president or any vice president or by the treasurer, secretary treasurer or other Authorized Officers authorized officers of the relevant party, as to such fact or matter, matter and such 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. Prior to taking · In the exercise or refraining from taking any action hereunderadministration of the trust hereunder and in the performance of its duties and obligations under this Trust Agreement, the Owner Trustee shall be entitled to requestTrustee, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense of the party requesting Trust (i) may act directly or through its agents, attorneys, custodians or nominees pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents, attorneys, custodians or nominees if such agents, attorneys, custodians or nominees shall have been selected by the Trustee with reasonable care and (ii) may consult with counsel, accountants and other skilled professionals to take be selected with reasonable care by it. The Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such action counsel, accountant or inaction.other such persons. · Not Part of Trust Estate. Amounts paid to the Trustee or any other Indemnified Party from the Trust Estate, if any, pursuant to this Article II shall be deemed not to be part of the Trust Estate immediately after such payment. ·

Reliance; Advice of Counsel. (a) The Owner Trustee may conclusively rely on and shall not incur no personal any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, 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. The Any request, direction, order or demand of the Owner Trustee shall not be responsible for Participant or the content Lessee mentioned herein or accuracy of in any such document provided other Operative Agreement to which the Owner Trustee and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth is a party shall be sufficiently evidenced by an Officer's Certificate of the statementsOwner Participant or the Lessee, facts (including as the correctness of any numbers or calculations) and the correctness of the opinions expressed thereincase 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 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 method manner of the determination 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 or by the treasurer, secretary or other Authorized Officers an Officer's Certificate of the relevant party, party as to such fact or matter, and such certificate 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. Prior to taking or refraining from taking any action In the administration of the trusts hereunder, the Owner Trustee shall be entitled to request, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense may execute any of the party requesting trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and may consult with counsel, accountants and other skilled persons to be selected and employed by it (other than persons regularly employed by it), and the Owner Trustee 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 take such action this Trust Agreement, except for the use of due care in the appointment of counsel, accountants or inactionother skilled persons.

Reliance; Advice of Counsel. (a) The Owner Delaware Trustee may conclusively rely on and shall not incur no personal 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 Trustee shall not be responsible for the content or accuracy of any such document provided to the Owner Trustee and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth of the statements, facts (including the correctness of any numbers or calculations) and the correctness of the opinions expressed therein. The Owner Delaware Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party 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 method manner of the determination ascertainment of which is not specifically prescribed herein, the Owner Delaware Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer, secretary or other Authorized Officers certificate of the relevant party, person as to such fact or matter, and such certificate 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. Prior to taking or refraining from taking any action hereunderIn the administration of the trusts created hereby, the Owner Delaware Trustee shall be entitled may execute any of the trusts or powers hereof and perform any of its powers and duties, including, if applicable, the holding of title to requestall or any part of the Trust Estate, receivehereunder directly or through agents or attorneys and may consult with counsel, rely upon accountants and act in accordance withother skilled persons, officer’s certificates or opinions of counsel provided at the expense of the party requesting Trust, to be selected and employed by it, and the Owner Delaware Trustee to take 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 action person's competence of any such counsel, accountants or inactionother skilled persons selected by it with due care.

Reliance; Advice of Counsel. (a) The Owner In the absence of bad faith, the Trustee may conclusively rely on upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Trust Agreement in determining the truth of the statements and the correctness of the opinions contained therein, and shall incur no personal liability to anyone in acting upon any signature, instrument, notice, resolutionresolutions, 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 shall not be responsible for the content or accuracy of any such document provided to the Owner Trustee parties and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or investigate any fact of or matter stated pertaining to or in any such document and may conclusively rely document; provided, however, that the Trustee shall examine each such certificate or opinion so as to determine whether on its face it complies with the truth requirements of the statements, facts (including the correctness of any numbers or calculations) and the correctness of the opinions expressed thereinthis Trust Agreement. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate or other 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 method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof herein rely on a certificate, signed by the president or any vice president or by the treasurer, secretary treasurer or other Authorized Officers authorized officers of the relevant party, as to such fact or matter, matter and such 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. Prior to taking — In the exercise or refraining from taking any action hereunderadministration of the trust hereunder and in the performance of its duties and obligations under this Trust Agreement, the Owner Trustee shall be entitled to requestTrustee, receive, rely upon and act in accordance with, officer’s certificates or opinions of counsel provided at the expense of the party requesting Trust (i) may act directly or through its agents, attorneys, custodians or nominees pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents, attorneys, custodians or nominees if such agents, attorneys, custodians or nominees shall have been selected by the Trustee with reasonable care and (ii) may consult with counsel, accountants and other skilled professionals to take be selected with reasonable care by it. The Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such action counsel, accountant or inactionother such persons. — Not Part of Trust Estate. Amounts paid to the Trustee or any other Indemnified Party from the Trust Estate, if any, pursuant to this Article II shall be deemed not to be part of the Trust Estate immediately after such payment.

Reliance; Advice of Counsel. (a) The Owner Trustee may conclusively rely on and shall incur no personal liability to anyone in acting 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 believed by it to be signed by the proper party or parties. The Owner Trustee shall not be responsible for the content or accuracy of any such document provided to the Owner Trustee and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth of the statements, facts (including the correctness of any numbers or calculations) and the correctness of the opinions expressed therein. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any 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 method of the determination 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 or by the treasurer, secretary or other Authorized Officers of the relevant party, as to such fact or matter, and such 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. Prior to taking In the exercise or refraining from taking any action hereunderadministration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Transaction Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, but the Owner Trustee shall not be entitled personally liable for the conduct or misconduct of such agents, custodians, nominees (including persons acting under a power of attorney) or attorneys selected with reasonable care and (ii) may consult with counsel, accountants and other skilled persons knowledgeable in the relevant area to request, receive, rely upon be selected with reasonable care and act in accordance with, officer’s certificates or opinions of counsel provided employed by it at the expense of the party requesting the Issuer. The Owner Trustee shall not be personally liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such persons. The Administrator shall incur no personal liability to take anyone in acting 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 believed by it to be signed by the proper party or parties. The Administrator may accept a certified copy of a resolution of the board of directors or other governing body of any 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 method of the determination of which is not specifically prescribed herein, the Administrator may for all purposes hereof rely on 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 certificate shall constitute full protection to the Administrator for any action taken or inactionomitted to be taken by it in good faith in reliance thereon. In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Transaction Documents, the Administrator (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, but the Administrator shall not be personally liable for the conduct or misconduct of such agents, custodians, nominees (including persons acting under a power of attorney) or attorneys selected with reasonable care and (ii) may consult with counsel, accountants and other skilled persons knowledgeable in the relevant area to be selected with reasonable care and employed by it at the expense of the Issuer. The Administrator shall not be personally liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such persons.