Common use of Action with Respect to Bankruptcy Clause in Contracts

Action with Respect to Bankruptcy. The Trust shall not, without the prior written consent of the Owner Trustee and 100% of the Certificateholders, (i) institute any proceedings to adjudicate the Trust as bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy with respect to the Trust, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property (v) make any assignment for the benefit of the Trust’s creditors; (vi) cause the Trust to admit in writing its inability to pay its debts generally as they become due; or (vii) take any action in furtherance of any of the foregoing (any of the above foregoing actions, a “Bankruptcy Action”). In considering whether to give or withhold written consent to the Bankruptcy Action by the Trust, the Owner Trustee, with the consent of the Certificateholders, shall consider the interests of the Noteholders in addition to the interests of the Trust and whether the Trust is insolvent. The Owner Trustee shall have no duty to give such written consent to Bankruptcy Action by the Trust if the Owner Trustee shall not have been furnished (at the expense of the Person that requested such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Owner Trustee shall not be personally liable to any Noteholder or Certificateholder on account of the Owner Trustee’s good faith reliance on the provisions of this Section and no Noteholder or Certificateholder shall have any claim for breach of fiduciary duty or otherwise against the Owner Trustee for withholding or granting its consent to any such Bankruptcy Action.

Action with Respect to Bankruptcy. The Trust shall not, without the prior written consent of the Owner Trustee and 100% of the Certificateholders, (i) institute any proceedings to adjudicate the Trust as bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy with respect to the Trust, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property (v) make any assignment for the benefit of the Trust’s 's creditors; (vi) cause the Trust to admit in writing its inability to pay its debts generally as they become due; or (vii) take any action in furtherance of any of the foregoing (any of the above foregoing actions, a “"Bankruptcy Action”"). In considering whether to give or withhold written consent to the Bankruptcy Action by the Trust, the Owner Trustee, with the consent of the CertificateholdersCertificateholder, shall consider the interests of the Noteholders in addition to the interests of the Trust and whether the Trust is insolvent. The Owner Trustee shall have no duty to give such written consent to Bankruptcy Action by the Trust if the Owner Trustee shall not have been furnished (at the expense of the Person that requested such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Owner Trustee shall not be personally liable to any Noteholder or Certificateholder on account of the Owner Trustee’s 's good faith reliance on the provisions of this Section and no Noteholder or Certificateholder shall have any claim for breach of fiduciary duty or otherwise against the Owner Trustee for withholding or granting its consent to any such Bankruptcy Action.

Action with Respect to Bankruptcy. The Trust shall not, without the prior written consent of the Owner Trustee and 100% of the Certificateholders, (i) institute any proceedings to adjudicate the Trust as bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy with respect to the Trust, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property (v) make any assignment for the benefit of the Trust’s creditors; (vi) cause the Trust to admit in writing its inability to pay its debts generally as they become due; or (vii) take any action in furtherance of any of the foregoing (any of the above foregoing actions, a “Bankruptcy Action”). In considering whether to give or withhold written consent to the Bankruptcy Action by the Trust, the Owner Trustee, with the consent of the CertificateholdersCertificateholder, shall consider the interests of the Noteholders in addition to the interests of the Trust and whether the Trust is insolvent. The Owner Trustee shall have no duty to give such written consent to Bankruptcy Action by the Trust if the Owner Trustee shall not have been furnished (at the expense of the Person that requested such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Owner Trustee shall not be personally liable to any Noteholder or Certificateholder on account of the Owner Trustee’s good faith reliance on the provisions of this Section and no Noteholder or Certificateholder shall have any claim for breach of fiduciary duty or otherwise against the Owner Trustee for withholding or granting its consent to any such Bankruptcy Action.

Action with Respect to Bankruptcy. (a) The Trust shall not, without the prior written consent of the Owner Trustee and 100% of the CertificateholdersTrustee, (i) institute any proceedings to adjudicate the Trust as bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy with respect to the Trust, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property property, (v) make any assignment for the benefit of the Trust’s 's creditors; , (vi) cause the Trust to admit in writing its inability to pay its debts generally as they become due; , or (vii) take any action in furtherance of any of the foregoing (any of the above foregoing actions, a “"Bankruptcy Action”"). In considering whether to give or withhold written consent to the Bankruptcy Action by the Trust, the Owner Trustee, with the consent of the CertificateholdersCertificateholder (hereby given, which consent the Certificateholder believes to be in the best interests of the Certificateholder and the Trust), shall consider the interests interest of the Noteholders in addition to the interests of the Trust and whether the Trust is insolvent. The Owner Trustee shall have no duty to give such written consent to Bankruptcy Action by the Trust if the Owner Trustee shall not have been furnished (at the expense of the Trust) or the Person that requested that such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Owner Trustee (as such and in its individual capacity) shall not be personally liable to any Noteholder or Certificateholder Person on account of the Owner Trustee’s 's good faith reliance on the provisions of this Section 4.08 or in connection with the Owner Trustee's giving prior written consent to Bankruptcy Action by the Trust in accordance herewith, or withholding such consent, in good faith, and no Noteholder or neither the Trust nor any Certificateholder nor any other Person shall have any claim for breach of fiduciary duty or otherwise against the Owner Trustee (as such and in its individual capacity) for giving or withholding or granting its consent to any such Bankruptcy Action.

Action with Respect to Bankruptcy. (a) The Trust shall not, without the prior written consent of the Owner Trustee and 100% of the CertificateholdersTrustee, (i) institute any proceedings to adjudicate the Trust as a bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy with respect to the Trust, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property property, (v) make any assignment for the benefit of the Trust’s 's creditors; (vi) cause the Trust to admit in writing its inability to pay its debts generally as they become due; or (vii) take any action in furtherance of any of the foregoing (any of the above foregoing actions, a “"Bankruptcy Action”"). In considering whether to give or withhold written consent to the any Bankruptcy Action by the TrustAction, the Owner Trustee, with the consent of the CertificateholdersCertificateholders (which consent the Certificateholders believe to be the best interest of Certificateholders and the Trust), shall at all times consider the interests of creditors of the Noteholders Trust in addition to the interests of the Trust Trusts and whether the Trust is insolvent. The Owner Trustee shall have no duty to give such written consent to Bankruptcy Action by the Trust if the Owner Trustee shall not have been furnished (at the expense of the Person that requested such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Owner Trustee shall not be personally liable to any Noteholder or Certificateholder on account of the Owner Trustee’s 's good faith reliance on the provisions of this Section and no Noteholder or Certificateholder shall have any claim for breach of fiduciary duty or otherwise against the Owner Trustee for withholding or granting its consent failing to take any such Bankruptcy Action.

Action with Respect to Bankruptcy. The Trust shall not, without the prior written consent of the Owner Trustee and 100% of the Certificateholders, (i) institute any proceedings to adjudicate the Trust as bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy with respect to the Trust, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property (v) make any assignment for the benefit of the Trust’s creditors; (vi) cause the Trust to admit in writing its inability to pay its debts generally as they become due; or (vii) take any action in furtherance of any of the foregoing (any of the above foregoing actions, a “"Bankruptcy Action”"). In considering whether to give or withhold written consent to the Bankruptcy Action by the Trust, the Owner Trustee, with the consent of the CertificateholdersCertificateholder, shall consider the interests of the Noteholders in addition to the interests of the Trust and whether the Trust is insolvent. The Owner Trustee shall have no duty to give such written consent to Bankruptcy Action by the Trust if the Owner Trustee shall not have been furnished (at the expense of the Person that requested such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Owner Trustee shall not be personally liable to any Noteholder or Certificateholder on account of the Owner Trustee’s good faith reliance on the provisions of this Section and no Noteholder or Certificateholder shall have any claim for breach of fiduciary duty or otherwise against the Owner Trustee for withholding or granting its consent to any such Bankruptcy Action.

Action with Respect to Bankruptcy. (a) The Trust shall not, without the prior written consent of the Owner Trustee and 100% of the CertificateholdersTrustee, (i) institute any proceedings to adjudicate the Trust as a bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy with respect to the Trust, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property property, (v) make any assignment for the benefit of the Trust’s creditors; , (vi) cause the Trust to admit in writing its inability to pay its debts generally as they become due; , or (vii) take any action in furtherance of any of the foregoing (any of the above foregoing actions, a “Bankruptcy Action”). In considering whether to give or withhold written consent to the Bankruptcy Action by the Trust, the Owner Trustee, with the consent of the CertificateholdersCertificateholders (hereby given, which consent the Certificateholders believe to be in the best interests of the Certificateholders and the Trust), shall consider the interests interest of the Noteholders and the Enhancer in addition to the interests of the Trust and whether the Trust is insolvent. The Owner Trustee shall have no duty to give such written consent to Bankruptcy Action by the Trust if the Owner Trustee shall not have been furnished (at the expense of the Trust) or the Person that requested that such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Owner Trustee (as such and in its individual capacity) shall not be personally liable to any Noteholder or Certificateholder Person on account of the Owner Trustee’s good faith reliance on the provisions of this Section 4.08 or in connection with the Owner Trustee’s giving prior written consent to Bankruptcy Action by the Trust in accordance herewith, or withholding such consent, in good faith, and no Noteholder or neither the Trust nor any Certificateholder nor the Enhancer nor any other Person shall have any claim for breach of fiduciary duty or otherwise against the Owner Trustee (as such and in its individual capacity) for giving or withholding or granting its consent to any such Bankruptcy Action.

Action with Respect to Bankruptcy. (a) The Trust shall not, not without the prior written consent of the Owner Trustee and 100% of the Certificateholders, (i) institute any proceedings to adjudicate the Trust as a bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy with respect to the Trust, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property property, (v) make any assignment for the benefit of the Trust’s 's creditors; , (vi) cause the Trust to admit in writing its inability to pay its debts generally as they become due; , or (vii) take any action in furtherance of any of the foregoing (any of the above foregoing actions, a “"Bankruptcy Action”"). In considering whether to give or withhold written consent to the any Bankruptcy Action by the TrustAction, the Owner Trustee, with the consent of the CertificateholdersResidual Interestholder (hereby given, shall and by accepting a Certificate any transferee is deemed to give, which consent the Certificateholder believes to be in the best interest of Certificateholder and the Trust), shall, for so long as any Note is outstanding or remains unsatisfied, consider the interests interest of the Noteholders and the Note Insurer and for as long as the Insurance Agreement is in effect consider the interest of the Note Insurer in addition to the interests of the Trust and whether the Trust is insolvent. The Owner Trustee shall have no duty to give such written consent to Bankruptcy Action by the Trust if the Owner Trustee shall not have been furnished (at the expense of the Trust or the Person that requested that such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Owner Trustee (as such and in its individual capacity) shall not be personally liable to any Noteholder or Certificateholder Person on account of the Owner Trustee’s 's good faith reliance on the provisions of this Section or in connection with the Owner Trustee's giving prior written consent to Bankruptcy Action by the Owner Trustee in accordance herewith, or withholding such consent, in good faith, and no Noteholder or Certificateholder neither the Trust nor the Residual Interestholders shall have any claim for breach of fiduciary duty or otherwise against the Owner Trustee (as such and in its individual capacity) for giving or withholding or granting its consent to any such Bankruptcy Action.

Action with Respect to Bankruptcy. (a) The Trust shall not, not without the prior written consent of the Owner Trustee and 100% of the Certificateholders, (ia) institute any proceedings to adjudicate the Trust as a bankrupt or insolvent, (iib) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iiic) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy with respect to the Trust, (ivd) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property property, (ve) make any assignment for the benefit of the Trust’s 's creditors; , (vif) cause the Trust to admit in writing its inability to pay its debts generally as they become due; , or (viig) take any action in furtherance of any of the foregoing (any of the above foregoing actions, a “"Bankruptcy Action”"). In considering whether to give or withhold written consent to the any Bankruptcy Action by the TrustAction, the Owner Trustee, with the consent of the CertificateholdersCertificateholder (hereby given, shall and by accepting a Certificate any transferee is deemed to give, which consent the Certificateholder believes to be in the best interest of Certificateholder and the Trust), shall, for so long as any Note is outstanding or remains unsatisfied, consider the interests interest of the Noteholders and the Note Insurer and for as long as the Insurance Agreement is in effect consider the interest of the Note Insurer in addition to the interests of the Trust and whether the Trust is insolvent. The Owner Trustee shall have no duty to give such written consent to Bankruptcy Action by the Trust if the Owner Trustee shall not have been furnished (at the expense of the Trust or the Person that requested that such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Owner Trustee (as such and in its individual capacity) shall not be personally liable to any Noteholder or Certificateholder Person on account of the Owner Trustee’s 's good faith reliance on the provisions of this Section or in connection with the Owner Trustee's giving prior written consent to Bankruptcy Action by the Owner Trustee in accordance herewith, or withholding such consent, in good faith, and no Noteholder or neither the Trust nor the Certificateholder shall have any claim for breach of fiduciary duty or otherwise against the Owner Trustee (as such and in its individual capacity) for giving or withholding or granting its consent to any such Bankruptcy Action.

Action with Respect to Bankruptcy. (a) The Trust shall not, not without the prior written consent of the Owner Trustee and 100% of the Certificateholders, (ia) institute any proceedings to adjudicate the Trust as a bankrupt or insolvent, (iib) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iiic) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy with respect to the Trust, (ivd) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property property, (ve) make any assignment for the benefit of the Trust’s 's creditors; , (vif) cause the Trust to admit in writing its inability to pay its debts generally as they become due; , or (viig) take any action in furtherance of any of the foregoing (any of the above foregoing actions, a “"Bankruptcy Action”"). In considering whether to give or withhold written consent to the any Bankruptcy Action by the TrustAction, the Owner Trustee, with the consent of the CertificateholdersCertificateholder (hereby given, shall and by accepting a Certificate any transferee is deemed to give, which consent the Certificateholder believes to be in the best interest of Certificateholder and the Trust), shall, for so long as any Note is outstanding or remains unsatisfied for as long as the Insurance Agreement is in effect consider the interests interest of the Noteholders Note Insurer in addition to the interests of the Trust and whether the Trust is insolvent. The Owner Trustee shall have no duty to give such written consent to Bankruptcy Action by the Trust if the Owner Trustee shall not have been furnished (at the expense of the Trust or the Person that requested that such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Owner Trustee (as such and in its individual capacity) shall not be personally liable to any Noteholder or Certificateholder Person on account of the Owner Trustee’s 's good faith reliance on the provisions of this Section or in connection with the Owner Trustee's giving prior written consent to Bankruptcy Action by the Owner Trustee in accordance herewith, or withholding such consent, in good faith, and no Noteholder or neither the Trust nor the Certificateholder shall have any claim for breach of fiduciary duty or otherwise against the Owner Trustee (as such and in its individual capacity) for giving or withholding or granting its consent to any such Bankruptcy Action.

Action with Respect to Bankruptcy. (a) The Trust shall not, not without the prior written consent of the Owner Trustee and 100% of the Certificateholders, (i) institute any proceedings to adjudicate the Trust as a bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy with respect to the Trust, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property property, (v) make any assignment for the benefit of the Trust’s 's creditors; , (vi) cause the Trust to admit in writing its inability to pay its debts generally as they become due; , or (vii) take any action in furtherance of any of the foregoing (any of the above foregoing actions, a “"Bankruptcy Action”"). In considering whether to give or withhold written consent to the any Bankruptcy Action by the TrustAction, the Owner Trustee, with the consent of the CertificateholdersCertificateholder (hereby given, shall and by accepting a Certificate any transferee is deemed to give, which consent the Certificateholder believes to be in the best interest of Certificateholder and the Trust), shall, for so long as any Note is outstanding or remains unsatisfied, consider the interests interest of the Noteholders and the Note Insurer and for as long as the Insurance Agreement is in effect consider the interest of the Note Insurer in addition to the interests of the Trust and whether the Trust is insolvent. The Owner Trustee shall have no duty to give such written consent to Bankruptcy Action by the Trust if the Owner Trustee shall not have been furnished (at the expense of the Trust or the Person that requested that such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Owner Trustee (as such and in its individual capacity) shall not be personally liable to any Noteholder or Certificateholder Person on account of the Owner Trustee’s 's good faith reliance on the provisions of this Section or in connection with the Owner Trustee's giving prior written consent to Bankruptcy Action by the Owner Trustee in accordance herewith, or withholding such consent, in good faith, and no Noteholder or neither the Trust nor the Certificateholder shall have any claim for breach of fiduciary duty or otherwise against the Owner Trustee (as such and in its individual capacity) for giving or withholding or granting its consent to any such Bankruptcy Action.

Action with Respect to Bankruptcy. (a) The Trust shall not, without the prior written consent of the Owner Trustee and 100% of the CertificateholdersTrustee, (i) institute any proceedings to adjudicate the Trust as a bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy with respect to the Trust, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property property, (v) make any assignment for the benefit of the Trust’s creditors; , (vi) cause the Trust to admit in writing its inability to pay its debts generally as they become due; , or (vii) take any action in furtherance of any of the foregoing (any of the above foregoing actions, a “Bankruptcy Action”). In considering whether to give or withhold written consent to the Bankruptcy Action by the Trust, the Owner Trustee, with the consent of the CertificateholdersCertificateholders (hereby given, which consent the Certificateholders believe to be in the best interests of the Certificateholders and the Trust), shall consider the interests interest of the Noteholders in addition to the interests of the Trust and whether the Trust is insolvent. The Owner Trustee shall have no duty to give such written consent to Bankruptcy Action by the Trust if the Owner Trustee shall not have been furnished (at the expense of the Trust) or the Person that requested that such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Owner Trustee (as such and in its individual capacity) shall not be personally liable to any Noteholder or Certificateholder Person on account of the Owner Trustee’s good faith reliance on the provisions of this Section 4.08 or in connection with the Owner Trustee’s giving prior written consent to Bankruptcy Action by the Trust in accordance herewith, or withholding such consent, in good faith, and no Noteholder or neither the Trust nor any Certificateholder nor any other Person shall have any claim for breach of fiduciary duty or otherwise against the Owner Trustee (as such and in its individual capacity) for giving or withholding or granting its consent to any such Bankruptcy Action.

Action with Respect to Bankruptcy. (a) The Trust shall not, without the prior written consent of the Owner Trustee and 100% of the CertificateholdersTrustee, (i) institute any proceedings to adjudicate the Trust as bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy with respect to the Trust, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property property, (v) make any assignment for the benefit of the Trust’s 's creditors; , (vi) cause the Trust to admit in writing its inability to pay its debts generally as they become due; , or (vii) take any action in furtherance of any of the foregoing (any of the above foregoing actions, a “"Bankruptcy Action”"). In considering whether to give or withhold written consent to the Bankruptcy Action by the Trust, the Owner Trustee, with the consent of the CertificateholdersCertificateholder (hereby given, which consent the Certificateholder believes to be in the best interests of the Certificateholder and the Trust), shall consider the interests interest of the Noteholders and the Enhancer in addition to the interests of the Trust and whether the Trust is insolvent. The Owner Trustee shall have no duty to give such written consent to Bankruptcy Action by the Trust if the Owner Trustee shall not have been furnished (at the expense of the Trust) or the Person that requested that such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Owner Trustee (as such and in its individual capacity) shall not be personally liable to any Noteholder or Certificateholder Person on account of the Owner Trustee’s 's good faith reliance on the provisions of this Section 4.08 or in connection with the Owner Trustee's giving prior written consent to Bankruptcy Action by the Trust in accordance herewith, or withholding such consent, in good faith, and no Noteholder or neither the Trust nor any Certificateholder nor the Enhancer nor any other Person shall have any claim for breach of fiduciary duty or otherwise against the Owner Trustee (as such and in its individual capacity) for giving or withholding or granting its consent to any such Bankruptcy Action.