Common use of Reliance; Advice of Counsel Clause in Contracts

Reliance; Advice of Counsel. The Delaware Trustee shall not incur any liability to anyone in acting in reliance upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, 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 Delaware Trustee may accept a copy of a resolution of the board of directors or other governing body of any party, certified by the secretary or a senior officer thereof, as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Delaware Trustee may for all purposes hereof rely on a certificate of the relevant person as to such fact or matter, and such certificate shall constitute full protection to the Delaware Trustee for any action taken, suffered or omitted by it in good faith in reliance thereon. In the administration of the trusts created hereby, the 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 liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion within the scope of such person's competence of any such counsel, accountants or other skilled persons selected by it with due care.

Reliance; Advice of Counsel. (a) The Delaware Owner Trustee may rely upon, shall not be protected in relying upon, and shall incur any no liability to anyone in acting in reliance upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, direction 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 Delaware Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any party, certified by the secretary or a senior officer thereof, corporate party as conclusive evidence that such resolution has been duly adopted Table of Contents by such body and that the same is in full force and effect. As to any fact or matter the manner method of ascertainment the determination of which is not specifically prescribed herein, the Delaware Owner Trustee may for all purposes hereof rely on a certificate certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant person party, as to such fact or matter, matter and such certificate shall constitute full protection to the Delaware Owner Trustee for any action taken, suffered taken or omitted to be taken by it in good faith in reliance thereon. . (b) In the exercise or administration of the trusts created herebyhereunder and in the performance of its duties and obligations under this Trust Agreement or the other Transaction Documents, the Delaware Owner Trustee (i) 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 act directly or through its agents or attorneys 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 or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care and (ii) may consult with counsel, accountants and other skilled persons Persons to be selected with reasonable care and employed by it, and the Delaware . The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice or opinion within the scope of such person's competence of any such counsel, accountants or other skilled persons selected by it with due caresuch Persons and not contrary to this Trust Agreement or any other Transaction Document.

Reliance; Advice of Counsel. The Delaware Neither the Bank nor the Owner Trustee shall not incur any liability to anyone any person or entity in acting in reliance upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, direction bond or other document or paper believed by it to be genuine and believed by it in good faith to be signed by the proper party or parties. The Delaware Owner Trustee may accept and rely upon a certified copy of a resolution of the board of directors or other governing body of any party, certified by the secretary or a senior officer thereof, corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Delaware Owner Trustee may for all purposes hereof rely on a certificate an Officers' Certificate of the relevant person party, as to such fact or matter, and such certificate Officers' Certificate shall constitute full protection to the Delaware Owner Trustee for any action taken, suffered taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the trusts created herebyTrust hereunder, the Delaware Owner 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, duties hereunder directly or through agents or attorneys Agents and may consult with counsel, accountants and other skilled persons or entities to be selected and employed by it, and the Delaware 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 such person's competence of any such counsel, accountants accountant or other skilled persons selected Persons, so long as the Owner Trustee had no actual knowledge that it could not reasonably rely on such advice or opinion or by it any such Persons appointed with due care.

Reliance; Advice of Counsel. The Delaware Trustee shall not incur any liability to anyone in acting in reliance upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, 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 Delaware Trustee may accept a copy of a resolution of the board of directors or other governing body of any party, certified by the secretary or a senior officer thereof, as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Delaware Trustee may for all purposes hereof rely on a certificate of the relevant person as to such fact or matter, and such certificate shall constitute full protection to the Delaware Trustee for any action taken, suffered or omitted by it in good faith in reliance thereon. In the administration of the trusts created hereby, the 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 liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion within the scope of such person's ’s competence of any such counsel, accountants or other skilled persons selected by it with due care.

Reliance; Advice of Counsel. The Delaware (a) Except to the extent otherwise provided in Section 6.1, the Trustee shall not incur any no liability to anyone in acting in reliance upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, direction bond or other document or paper (whether in its original, electronic or facsimile form) believed by it to be genuine and believed by it to be signed by the proper party or parties. The Delaware Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any party, certified by the secretary or a senior officer thereof, party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner method of ascertainment the determination of which is not specifically prescribed herein, the Delaware Trustee may for all purposes hereof rely on a certificate certificate, signed by the president, any vice president, the treasurer or other authorized officers of the relevant person party as to such fact or matter, and such certificate shall constitute full protection to the Delaware Trustee for any action taken, suffered taken or omitted to be taken by it in good faith in reliance thereon. . (b) In the exercise or administration of the trusts created herebyhereunder and in the performance of its duties and obligations under this Agreement or the Related Documents, the Delaware Trustee Trustee: (i) 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 act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the 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 with reasonable care, and (ii) may consult with counsel, accountants and other skilled persons Persons to be selected with reasonable care and employed by it, and the Delaware . The Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice or opinion within the scope of such person's competence of any such counsel, accountants or other skilled persons selected by it with due caresuch Person.

Reliance; Advice of Counsel. (a) The Delaware Trustee Sponsor shall not incur any no liability to anyone in acting in reliance upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, direction or other document or paper believed by it to be genuine and believed by it to be signed by the proper party Person or partiesPersons. The Delaware Trustee Sponsor may accept a certified copy of a resolution of the board of directors or other governing body of any party, certified by the secretary or a senior officer thereof, Person as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner method of ascertainment determination of which is not specifically prescribed herein, the Delaware Trustee Sponsor may for all purposes hereof require and rely on a certificate certificate, signed by an officer or agent of the relevant person applicable Person, as to such fact or matter, and such certificate shall constitute full protection to the Delaware Trustee Sponsor for any action taken, suffered taken or omitted to be taken by it in good faith in reliance thereon. . (b) In the administration of the trusts created hereby, the Delaware Trustee may execute any of the trusts or powers hereof and perform any exercise of its powers and duties, including, if applicablein the performance of its duties and obligations under this Agreement, the holding of title to all or any part of the Trust Estate, hereunder Sponsor (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Sponsor 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 Sponsor in good faith and with due care and (ii) may consult with counsel, accountants and other skilled persons Persons to be selected by it in good faith and with due care and employed by it, and the Delaware Trustee . The Sponsor shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice or opinion within the scope of such person's competence of any such counsel, accountants or other skilled persons selected by it with due caresuch Persons and not contrary to this Agreement.

Reliance; Advice of Counsel. The Delaware (a) Except to the extent otherwise provided in SECTION 7.1, the Trustee shall not incur any no liability to anyone in acting in reliance upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, direction 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 Delaware Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any party, certified by the secretary or a senior officer thereof, party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner method of ascertainment the determination of which is not specifically prescribed herein, the Delaware Trustee may for all purposes hereof rely on a certificate certificate, signed by the president, any vice president, the treasurer or other authorized officers of the relevant person party as to such fact or matter, and such certificate shall constitute full protection to the Delaware Trustee for any action taken, suffered taken or omitted to be taken by it in good faith in reliance thereon. . (b) In the exercise or administration of the trusts created herebyhereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Delaware Trustee Trustee: (i) 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 act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the 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 with reasonable care, and (ii) may consult with counsel, accountants and other skilled persons Persons to be selected with reasonable care and employed by it, and the Delaware . The Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice or opinion within the scope of such person's competence of any such counsel, accountants or other skilled persons selected by it with due caresuch Persons and which opinion or advice states that such action is not contrary to this Agreement or any Basic Document.

Reliance; Advice of Counsel. The Delaware Trustee shall not incur any liability to anyone in acting in reliance upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, 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 Delaware Trustee may accept a copy of a resolution of the board of directors or other governing body of any party, certified by the secretary or a senior officer thereof, as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Delaware Trustee may for all purposes hereof rely on a certificate of the relevant person as to such fact or matter, and such certificate shall constitute full protection to the Delaware Trustee for any action taken, suffered or omitted by it in good faith in reliance thereon. In the administration of the trusts created hereby, the 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 persons, at the expense of the Trust, to be selected and employed by it, and the Delaware 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 such person's competence of any such counsel, accountants or other skilled persons selected by it with due care.

Reliance; Advice of Counsel. The Delaware Trustee shall not incur any liability to anyone in acting in reliance upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, 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 Delaware Trustee may accept a copy of a resolution of the board of directors or other governing body of any party, certified by the secretary or a senior officer thereof, as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Delaware Trustee may for all purposes hereof rely on a certificate of the relevant person as to such fact or matter, and such certificate shall constitute full protection to the Delaware Trustee for any action taken, suffered or omitted by it in good faith in reliance thereon. In the administration of the trusts created hereby, the 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 persons, at the expense of the Trust, to be selected and employed by it, and the Delaware 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 such person's ’s competence of any such counsel, accountants or other skilled persons selected by it with due care.

Reliance; Advice of Counsel. (a) The Delaware Owner Trustee shall not incur any no liability to anyone in acting in reliance upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, direction note or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or partiesparties and need not investigate any fact or matter in any such document. The Delaware Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any party, certified by the secretary or a senior officer thereof, corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner method of ascertainment the determination of which is not specifically prescribed herein, the Delaware Owner Trustee may for all purposes hereof rely on a certificate certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant person party, as to such fact or matter, and such certificate shall constitute full protection to the Delaware Owner Trustee for any action taken, suffered taken or omitted to be taken by it in good faith in reliance thereon. . (b) In the exercise or administration of the trusts created herebyhereunder and in the performance of its duties and obligations under this Agreement or the Operative Documents, the Delaware Trustee Owner Trustee: (i) 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 act directly or through agents its agents, attorneys, custodians or attorneys nominees, 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 Owner Trustee with reasonable care and (ii) may consult with counsel, accountants and other skilled persons professionals to be selected with reasonable care and employed by it, and the Delaware . The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice or opinion within the scope of such person's competence of any such counsel, accountants or other skilled persons selected by it with due caresuch Persons.