Common use of Reliance; Advice of Counsel Clause in Contracts

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may 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 to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, shall be protected in relying upon and shall incur no liability to anyone in acting upon or refraining from acting upon, any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee may accept a certified copy of a board resolution or documents of the board of directors or any other governing body of any corporate party as conclusive evidence that such board resolution or other document has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter, 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 president, any vice president or by president, the treasurer, secretary any assistant treasurer or any other authorized officers of the relevant party, 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or and the other Basic Documents, the Owner Trustee (i) may 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, care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; providedPersons and not, however, that to the actual knowledge of the Owner Trustee shall use its good faith efforts Trustee, contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceBasic Document.

Reliance; Advice of Counsel. (a) The Owner Eligible Lender Trustee and the Delaware Trustee shall incur no liability to anyone in acting upon any signature, instrument, direction, notice, resolution, request, consent, order, judgment, 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 Eligible Lender Trustee need not investigate any fact or matter stated in any such document, including verifying and the correctness of any numbers or calculations. 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, matter the method of the determination of which is not specifically prescribed herein, the Owner Eligible Lender Trustee and the 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 of the relevant party, as to such fact or matter, matter and such certificate shall constitute full protection to the Owner Eligible Lender Trustee or the Delaware Trustee, as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the other Basic Documents, the Owner Eligible Lender Trustee and the Delaware Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Eligible Lender 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 Owner Eligible Lender Trustee or the Delaware Trustee, as the case may be, with reasonable care, and (ii) may consult with counsel, counsel and accountants and other skilled Persons to be selected with reasonable care and employed by it. The Owner Neither the Eligible Lender Trustee nor the Delaware Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel, counsel or accountants and not contrary to this Agreement or any other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceBasic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, certificate, report, opinion, bond 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 Trustee need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, matter the method of the determination of which is not specifically prescribed herein, the Owner 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 of the relevant partyan appropriate Person, 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. 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 or matter stated in any such document and may conclusively rely thereon as to the truth of the statements and the correctness of the opinions expressed therein. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of themit, 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 to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by which it believes to be authorized or within its rights or powers, in accordance with the written opinion or advice of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use Persons and not to its good faith efforts knowledge contrary to procure and provide to such counsel, accountants this Agreement or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceany Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 parties and need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 treasurer 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the other Basic Documents, the Owner Trustee (i) may act directly or through its agents agents, attorneys, custodians or attorneys nominees (including The Bank of New York Mellon Trust Company, N.A. who will perform administrative duties on behalf of the BNY Mellon Trust of Delaware as Owner Trustee) 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 agents, attorneys, custodians or attorneys nominees if such agents agents, attorneys, custodians or attorneys 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. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceBasic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee and the Delaware Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 rely on a certificate, signed by the president or any vice president or by the treasurer, secretary treasurer 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 or the Delaware Trustee, for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or and the other Basic Documents, the Owner Trustee and the Delaware Trustee (i) may 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 Owner Trustee or the Delaware 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. The Owner Trustee and the Delaware Trustee shall not be 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; provided, however, that the Owner Trustee shall use its good faith efforts persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceBasic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, direction, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated may request and conclusively rely (and shall be fully protected in any such document, including verifying the correctness relying) upon an opinion of any numbers or calculationscounsel. 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, 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 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. 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 the truth of the statements and the correctness of the opinions expressed therein. The costs of any opinion of counsel or certificate requested by the Owner Trustee under this Section shall be paid by the party requesting the Owner Trustee to act or refrain from acting. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may 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 action, inaction, conduct, misconduct or misconduct negligence of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable carein good faith, and (ii) may consult with counsel, accountants and other skilled Persons persons to be selected with reasonable care in good faith and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts persons and not contrary to procure and provide to such counsel, accountants this Agreement or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceany Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, shall be protected in relying upon and shall incur no liability to anyone in acting upon or refraining from acting upon, any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee may accept a certified copy of a resolution Board Resolution or documents of the board of directors or any other governing body of any corporate party as conclusive evidence that such resolution Board Resolution or other document has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter, 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 president, any vice president or by president, the treasurer, secretary any assistant treasurer or any other authorized officers of the relevant party, 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or and the other Basic Documents, the Owner Trustee (i) may 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, care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceBasic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may 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. 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 of any such counsel, accountants or other such Personspersons; provided, however, that the Owner Trustee shall use its good faith best efforts to procure and provide to such counsel, accountants or other such Persons persons all such documents and information as may be reasonably necessary for such Persons persons to render such opinion or advice.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, certificate, report, opinion, bond 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 Trustee need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, matter the method of the determination of which is not specifically prescribed herein, the Owner 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 of the relevant partyan appropriate Person, 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. 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 or matter stated in any such document and may conclusively rely thereon as to the truth of the statements and the correctness of the opinions expressed therein. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of themit, 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 to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by which it believes to be authorized or within its rights or powers, in accordance with the written opinion or advice of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use Persons and not to its good faith efforts knowledge contrary to procure and provide to such counsel, accountants this Agreement or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceany Basic Document.

Reliance; Advice of Counsel. (a) The Except as provided in Section 6.01, the Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party or partnership 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, 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 the general partner, in the case of a partnership) and by the treasurer, treasurer or any assistant treasurer or the secretary or other authorized officers any assistant secretary 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. (b) In the its exercise or administration of the trusts hereunder and powers hereunder, including its obligations under Section 5.02(b), and in the performance of its duties and obligations under this Agreement or the Basic Documentsother Operative Agreements, the Owner Trustee may employ agents and attorneys and enter into agreements (iincluding the Administration Agreement) may 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 answerable for the conduct default or misconduct of any such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care. If, and to the extent, the Depositor shall have failed to reimburse the Owner Trustee for all reasonable expenses incurred pursuant to this Section 6.05(b), as provided in Section 7.01, the Owner Trustee may seek reimbursement therefor from the Trust Estate. (iic) In the administration of the trusts and performance of its duties hereunder, the Owner Trustee may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. The , and the Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written reasonable advice or opinion or advice of any such counsel, accountants or other such skilled Persons; provided. If, howeverand to the extent, that the Depositor shall have failed to reimburse the Owner Trustee shall use its good faith efforts for all reasonable expenses incurred pursuant to procure and provide to such counselthis Section 6.05(c), accountants or other such Persons all such documents and information as provided in Section 7.01, the Owner Trustee may be reasonably necessary for such Persons to render such opinion or adviceseek reimbursement therefor from the Trust Estate.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof require and rely on a certificate, signed by the president or any vice president or by the treasurer, secretary or other authorized officers of the relevant partyan appropriate person, 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its power, authority, duties and obligations under this Agreement or the Basic other Program Documents, the Owner Trustee (i) may 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 to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith best efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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. (b) In the exercise or administration of the trusts trust hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may 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. 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 of any such counsel, accountants or other such Personspersons; provided, however, that the Owner Trustee shall use its good faith best efforts to procure and provide to such counsel, accountants or other such Persons persons all such documents and information as may be reasonably necessary for such Persons persons to render such opinion or advice.

Reliance; Advice of Counsel. (a) The Except as provided in Section 6.01, the Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party or partnership 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, 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 the general partner, in the case of a partnership) and by the treasurer, treasurer or any assistant treasurer or the secretary or other authorized officers any assistant secretary 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. (b) In the its exercise or administration of the trusts hereunder and powers hereunder, including its obligations under Section 5.02(b), and in the performance of its duties and obligations under this Agreement or the Basic Documentsother Operative Agreements, the Owner Trustee may employ agents and attorneys and enter into agreements (iincluding the Transfer and Servicing Agreement) may 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 answerable for the conduct default or misconduct of any such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care. If, and to the extent, the Seller shall have failed to reimburse the Owner Trustee for all reasonable expenses and indemnities incurred pursuant to this Section 6.05(b), as provided in Section 7.01 and Section 7.02, the Owner Trustee may seek reimbursement therefor from the Trust Estate. (iic) In the administration of the trusts and performance of its duties hereunder, the Owner Trustee may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. The , and the Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written reasonable advice or opinion or advice of any such counsel, accountants or other such skilled Persons; provided. If, howeverand to the extent, that the Seller shall have failed to reimburse the Owner Trustee shall use its good faith efforts for all reasonable expenses and indemnities incurred pursuant to procure this Section 6.05(c), as provided in Section 7.01 and provide to such counselSection 7.02, accountants or other such Persons all such documents and information as the Owner Trustee may be reasonably necessary for such Persons to render such opinion or adviceseek reimbursement therefor from the Trust Estate.

Reliance; Advice of Counsel. (a) The Owner Trustee is authorized to take such action or refrain from taking such action under this Trust Agreement as it may be directed in writing by or on behalf of the Sponsor or an Affiliate of the Sponsor from time to time; provided, however, that the Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Trustee in personal liability or is contrary to the terms of this Trust Agreement or of any document contemplated hereby to which the Trust or the Trustee is a party or is otherwise contrary to law. If at any time the Trustee determines that it requires or desires guidance regarding the application of any provision of this Trust Agreement or any other document, or regarding compliance with any direction received by it hereunder, then the Trustee may deliver a notice to the Sponsor requesting written instructions as to the course of action desired by the Sponsor, and such instructions by or on behalf of the Sponsor shall constitute full and complete authorization and protection for actions taken and other performance by the Trustee in reliance thereon. Until the Trustee has received such instructions after delivering such notice, it may refrain from taking any action with respect to the matters described in such notice. (b) The Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 of the relevant partySponsor, 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. (bc) In the exercise or administration of the trusts Trust hereunder and in the performance of its duties and obligations under this Agreement or the Basic DocumentsTrust Agreement, the Owner Trustee (i) may act directly or or, at the expense of the Trust, through its agents or attorneys pursuant to agreements entered into with any of themattorneys, and the Owner Trustee shall not be liable for the conduct default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable carein good faith, and (ii) may may, at the expense of the Trust, consult with such counsel, accountants and other skilled Persons to be selected with reasonable care experts and employed by it. The Owner Trustee it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or opinion or advice of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceexperts.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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 require and 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. (b) In the exercise or administration of the trusts trust hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may 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. 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 of any such counsel, accountants or other such Personspersons; provided, however, that the Owner Trustee shall use its good faith best efforts to procure and provide to such counsel, accountants or other such Persons persons all such documents and information as may be reasonably necessary for such Persons persons to render such opinion or advice.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, shall be protected in relying upon and shall incur no liability to anyone in acting upon or refraining from acting upon, any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee may accept a certified copy of a resolution Board Resolution or documents of the board of directors or any other governing body of any corporate party as conclusive evidence that such resolution Board Resolution or other document has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter, 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 president, any vice president or by president, the treasurer, secretary any assistant treasurer or any other authorized officers of the relevant party, 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or and the other Basic Documents, the Owner Trustee (i) may 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, care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceBasic Document.

Reliance; Advice of Counsel. (a) The Except as provided in Section 6.01, the Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party or partnership 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, 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 the general partner, in the case of a partnership) and by the treasurer, treasurer or any assistant treasurer or the secretary or other authorized officers any assistant secretary 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. (b) In the its exercise or administration of the trusts hereunder and powers hereunder, including its obligations under Section 5.02(b), and in the performance of its duties and obligations under this Agreement or the Basic Documentsother Operative Agreements, the Owner Trustee may employ agents and attorneys and enter into agreements (iincluding the Administration Agreement) may 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 answerable for the conduct default or misconduct of any such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care. If, and to the extent, the Depositor shall have failed to reimburse the Owner Trustee for all reasonable expenses and indemnities incurred pursuant to this Section 6.05(b), as provided in Sections 7.01 and 7.02, the Owner Trustee may seek reimbursement therefor from the Trust Estate. (iic) In the administration of the trusts and performance of its duties hereunder, the Owner Trustee may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. The , and the Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written reasonable advice or opinion or advice of any such counsel, accountants or other such skilled Persons; provided. If, howeverand to the extent, that the Depositor shall have failed to reimburse the Owner Trustee shall use its good faith efforts for all reasonable expenses and indemnities incurred pursuant to procure this Section 6.05(c), as provided in Sections 7.01 and provide to such counsel7.02, accountants or other such Persons all such documents and information as the Owner Trustee may be reasonably necessary for such Persons to render such opinion or adviceseek reimbursement therefor from the Trust Estate.

Reliance; Advice of Counsel. (a) The Owner Delaware Trustee shall may conclusively rely as to the truth of statements made and the correctness of opinions rendered and will incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, certificate, report, opinion, bond bond, or other document or paper believed by it in good faith to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee parties and need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculationstherein. 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, matter the method of the determination of which is not specifically prescribed herein, the Owner Delaware Trustee may for all purposes hereof rely on a certificate, signed by any authorized officer of the Trustor or by the president or any vice president or by the treasurer, secretary treasurer or other authorized officers officer of the relevant party, as to such fact or matter, matter and such certificate shall will constitute full protection to the Owner 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, the Delaware Trustee may request and will be entitled to receive an officer's certificate or opinion of counsel and will not be liable for any acts or omissions taken in good faith reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Transaction Documents, the Owner Delaware Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Delaware Trustee shall will not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall will have been selected by the Owner Delaware Trustee with reasonable due care, and (ii) may consult with counsel, accountants and other skilled Persons persons to be selected with reasonable care in good faith and employed by it. The Owner the Delaware Trustee, and the Delaware Trustee shall and will not be liable for anything done, suffered or omitted in good faith by it the Delaware Trustee in accordance with the written opinion or the advice of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advicepersons.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may 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 to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 treasurer 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may 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 to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted reasonably and in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no personal liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Transaction Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and but the Owner Trustee shall not be personally liable for the conduct or misconduct of such agents agents, custodians, nominees (including Persons acting under a power of attorney) or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, 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 itit at the expense of 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; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice.

Reliance; Advice of Counsel. (a) The Owner Trustee is authorized to take such action or refrain from taking such action under this Trust Agreement as it may be directed in writing by or on behalf of the Sponsor or an Affiliate of the Sponsor from time to time; provided, however, that the Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Trustee in personal liability or is contrary to the terms of this Trust Agreement or of any document contemplated hereby to which the Trust or the Trustee is a party or is otherwise contrary to law. If at any time the Trustee determines that it requires or desires guidance regarding the application of any provision of this Trust Agreement or any other document, or regarding compliance with any direction received by it hereunder, then the Trustee may deliver a notice to the Sponsor requesting written instructions as to the course of action desired by the Sponsor, and such instructions by or on behalf of the Sponsor shall constitute full and complete authorization and protection for actions taken and other performance by the Trustee in reliance thereon. Until the Trustee has received such instructions after delivering such notice, it may refrain from taking any action with respect to the matters described in such notice. (b) The Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Owner Trustee need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 of the relevant partySponsor, 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. (bc) In the exercise or administration of the trusts Trust hereunder and in the performance of its duties and obligations under this Agreement or the Basic DocumentsTrust Agreement, the Owner Trustee (i) may act directly or or, at the expense of the Trust, through its agents or attorneys pursuant to agreements entered into with any of themattorneys, and the Owner Trustee shall not be liable for the conduct default 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 may, at the expense of the Trust, consult with counsel, accountants and other skilled Persons to be experts selected by the Trustee with reasonable care and employed by itcare. 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 or advice of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceexperts.

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, judgment, 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 be responsible for the content or accuracy of any such document provided to it and need not investigate investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact or of matter stated in any such documentdocument and may conclusively rely as to the truth of the statements, facts (including verifying 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, 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 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 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 Trustees to take such action or inaction. (b) In the exercise or administration of the trusts hereunder and in the performance of its their duties and obligations under this Agreement or the Basic other Transaction Documents, the Owner Trustee Trustees (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of themattorneys, and custodians or nominees, but the Owner Trustee Trustees shall not be personally liable for the conduct or misconduct of such agents agents, custodians, nominees (including Persons acting under a power of attorney) or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, in good faith and (ii) may consult with and conclusively rely upon the advice of counsel, accountants and other skilled Persons knowledgeable in the relevant area to be selected with reasonable care in good faith and employed by itthem at the expense of the Issuer. The Owner Trustee Trustees shall not be personally liable for anything done, suffered or omitted in good faith by it them in accordance with the written opinion or advice of any such counsel, accountants or other such Persons; provided, however, that . (c) In connection with the delivery of any information to the Owner Trustee shall by the Servicer or any other party to the Transaction Documents where the Owner Trustee is required to use its good faith efforts such information in connection with the preparation or distribution of reports to procure and provide to such counsel, accountants Certificateholders or other such Persons parties, the Owner Trustee is entitled to conclusively rely on the accuracy of all such documents information and shall not be required to investigate or reconfirm its accuracy and shall not be liable in any manner whatsoever for any errors, inaccuracies or incorrect information as may be reasonably necessary for such Persons to render such opinion or adviceresulting from the use of this information.

Reliance; Advice of Counsel. (a) The AART Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 parties and need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The AART 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, matter the method of the determination of which is not specifically prescribed herein, the AART Owner 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 of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the AART Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic other AART Transaction Documents, the AART Owner Trustee (i) may act directly or through its agents agents, attorneys, custodians or attorneys nominees (including the granting of a power of attorney to officers of Deutsche Bank Trust Company Americas to execute and deliver any AART Transaction Documents, Certificate, Note or other documents related thereto on behalf of the AART Owner Trustee) pursuant to agreements entered into with any of them, and the AART Owner Trustee shall not be liable for the conduct or misconduct of such agents agents, attorneys, custodians or attorneys nominees if such agents agents, attorneys, custodians or attorneys nominees shall have been selected by the AART 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. The AART 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceAART Transaction Document.

Reliance; Advice of Counsel. (a) The Owner Delaware Trustee shall may conclusively rely as to the truth of statements made and the correctness of opinions rendered and will incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, certificate, report, opinion, bond bond, or other document or paper believed by it in good faith to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee parties and need not investigate any fact or matter stated in any such documenttherein, including verifying the correctness of any numbers or calculations. 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, matter the method of the determination of which is not specifically prescribed herein, the Owner Delaware Trustee may for all purposes hereof rely on a certificate, signed by any authorized officer of the Trustor or by the president or any vice president or by the treasurer, secretary treasurer or other authorized officers officer of the relevant party, as to such fact or matter, matter and such certificate shall will constitute full protection to the Owner 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, the Delaware Trustee may request and will be entitled to receive an officer's certificate or opinion of counsel and will not be liable for any acts or omissions taken in good faith reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Transaction Documents, the Owner Delaware Trustee may at the expense of the Administrator pursuant to Section 8.01(a), (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Delaware Trustee shall will not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall will have been selected by the Owner Delaware Trustee with reasonable due care, and (ii) may consult with counsel, accountants accountants, experts and other skilled Persons persons to be selected with reasonable care in good faith and employed by it. The Owner the Delaware Trustee, and the Delaware Trustee shall and will not be liable for anything done, suffered or omitted in good faith by it the Delaware Trustee in accordance with the written opinion or the advice of any such counsel, accountants accountants, experts or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advicepersons.

Reliance; Advice of Counsel. (a) The Except as provided in Section 6.1, the Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party or partnership 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, 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 the general partner, in the case of a partnership) and by the treasurer, treasurer or any assistant treasurer or the secretary or other authorized officers any assistant secretary 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. (b) In the its exercise or administration of the trusts hereunder and powers hereunder, including its obligations under Section 5.2(b), and in the performance of its duties and obligations under this Agreement or the Basic Documentsother Operative Agreements, the Owner Trustee may employ agents and attorneys and enter into agreements (iincluding the Transfer and Servicing Agreement) may 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 answerable for the conduct default or misconduct of any such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care. If, and to the extent, the Depositor shall have failed to reimburse the Owner Trustee for all reasonable expenses and indemnities incurred pursuant to this Section 6.5(b), as provided in Section 7.1 and Section 7.2, the Owner Trustee may seek reimbursement therefor from the Trust Fund. (iic) In the administration of the trusts and performance of its duties hereunder, the Owner Trustee may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. The , and the Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written reasonable advice or opinion or advice of any such counsel, accountants or other such skilled Persons; provided. If, howeverand to the extent, that the Depositor shall have failed to reimburse the Owner Trustee shall use its good faith efforts for all reasonable expenses and indemnities incurred pursuant to procure this Section 6.5(c), as provided in Section 7.1 and provide to such counselSection 7.2, accountants or other such Persons all such documents and information as the Owner Trustee may be reasonably necessary for such Persons to render such opinion or adviceseek reimbursement therefor from the Trust Fund.

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, judgment, 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 it and need not investigate investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact or of matter stated in any such documentdocument and may conclusively rely as to the truth of the statements, facts (including verifying 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, 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 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic other Transaction Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of themattorneys, and custodians or nominees, but the Owner Trustee shall not be personally liable for the conduct or misconduct of such agents agents, custodians, nominees (including Persons acting under a power of attorney) or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, in good faith and (ii) may consult with and conclusively rely upon the advice of counsel, accountants and other skilled Persons knowledgeable in the relevant area to be selected with reasonable care in good faith and employed by itit at the expense of 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; provided, however, that . (c) In connection with the delivery of any information to the Owner Trustee shall by the Servicer or any other party to the Transaction Documents where the Owner Trustee is required to use its good faith efforts such information in connection with the preparation or distribution of reports to procure and provide to such counsel, accountants Certificateholders or other such Persons parties, the Owner Trustee is entitled to conclusively rely on the accuracy of all such documents information and shall not be required to investigate or reconfirm its accuracy and shall not be liable in any manner whatsoever for any errors, inaccuracies or incorrect information as may be reasonably necessary for such Persons to render such opinion or adviceresulting from the use of this information.

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, judgment, 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 Grantor Trust Trustee and need not investigate investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact or of matter stated in any such documentdocument and may conclusively rely as to the truth of the statements, 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, 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 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 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 Grantor Trust Trustee to take such action or inaction. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic other Transaction Documents, the Owner Grantor Trust Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of themattorneys, and custodians or nominees, but the Owner Grantor Trust Trustee shall not be personally liable for the conduct or misconduct of such agents agents, custodians, nominees (including Persons acting under a power of attorney) or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, in good faith and (ii) may consult with and conclusively rely upon the advice of counsel, accountants and other skilled Persons knowledgeable in the relevant area to be selected with reasonable care in good faith and employed by itit at the expense of the Grantor Trust. The Owner Grantor Trust 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; provided, however, that . (c) In connection with the Owner delivery of any information to the Grantor Trust Trustee shall by the Servicer or any other party to the Transaction Documents where the Grantor Trust Trustee is required to use its good faith efforts such information in connection with the preparation or distribution of reports to procure and provide to such counsel, accountants Grantor Trust Certificateholders or other such Persons parties, the Grantor Trust Trustee is entitled to conclusively rely on the accuracy of all such documents information and shall not be required to investigate or reconfirm its accuracy and shall not be liable in any manner whatsoever for any errors, inaccuracies or incorrect information as may be reasonably necessary for such Persons to render such opinion or adviceresulting from the use of this information.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 Trustee parties and need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 treasurer 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the other Basic Documents, the Owner Trustee Trustee: (i) may act directly or through its agents agents, attorneys, custodians or attorneys nominees pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the negligent conduct or misconduct of such agents agents, attorneys, custodians or attorneys nominees if such agents agents, attorneys, custodians or attorneys 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. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceBasic Document.

Reliance; Advice of Counsel. (a) The Owner In the absence of bad faith, the Trustee may conclusively rely 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 liability to anyone in acting upon on any signature, instrument, notice, resolutionresolutions, request, consent, order, judgment, 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 parties and need not investigate any fact or matter stated pertaining to or in any such document; provided, including verifying however, that the correctness Trustee shall have examined any certificates or opinions so as to determine compliance of any numbers or calculationsthe same with the requirements of this 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 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, 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 treasurer 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. (b) In the exercise or administration of the trusts Trust hereunder and in the performance of its duties and obligations under this Agreement or the Basic DocumentsTrust Agreement, the Trustee, at the expense of the Managing Owner Trustee or an Affiliate of the Managing Owner (other than the Trust) (i) may act directly or through its agents agents, attorneys, custodians or attorneys 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 agents, attorneys, custodians or attorneys nominees if such agents agents, attorneys, custodians or attorneys nominees shall have been selected by the Owner Trustee with reasonable care, care and (ii) may consult with counsel, accountants and other skilled Persons professionals to be selected with reasonable care and employed by it. 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 of any such counsel, accountants accountant or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 Authorized Officer 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or and to the extent expressly provided for under the other Issuer Basic Documents, the Owner Trustee may, at the expense of the Issuer to the extent permitted under Sections 8.01 and 8.02, (i) may 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, care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceany Basic Document.

Reliance; Advice of Counsel. (a) The Owner In the absence of bad faith, the Trustee may conclusively rely 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 liability to anyone in acting upon or not acting on any signature, instrument, notice, resolution, request, consent, order, judgment, 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 parties and need not investigate any fact or matter stated in pertaining to, or contained in, any such document; provided, including verifying however, that the correctness Trustee shall have examined any certificates and opinions so as to reasonably determine compliance of any numbers or calculationssuch certificates and opinions with the requirements of this 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 party as conclusive evidence that such resolution has been duly adopted by such body and that the same such resolution is in full force and effect. As to any fact or matter, matter the method of the determination of which is not specifically prescribed hereinin this Trust Agreement, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president president, any vice president, the treasurer 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. (b) In the exercise or administration of the trusts Trust hereunder and in the performance of its duties and obligations under this Agreement or the Basic DocumentsTrust Agreement, the Owner Trustee Trustee, at the expense of the Trust (i) may act directly or through its agents agents, attorneys, custodians or attorneys 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 agents, attorneys, custodians or attorneys nominees if such agents agents, attorneys, custodians or attorneys nominees shall have been selected by the Owner Trustee with reasonable care, care and (ii) may consult with counsel, accountants and other skilled Persons professionals to be selected with reasonable care and employed by it. 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 of any such counsel, accountants accountant or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice.

Reliance; Advice of Counsel. (a) The In the absence of willful misconduct, the Owner Trustee may conclusively rely on the content or accuracy of any document provided to the Owner Trustee, the truth of the statements made and the correctness of opinions, certificates and reports rendered, and shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 parties and the Owner Trustee need shall not be required to investigate any fact or matter stated in therein or to recalculate, certify or verify any such document, including verifying the correctness of any numbers or calculationsnumerical information contain therein. The Owner Trustee may accept a certified copy of a resolution of the Board, the board of directors of the Seller 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, matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof conclusively 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. (b) In the exercise or administration of the trusts Trust hereunder and in the performance of its duties and obligations under this Agreement or the related Basic Documents, prior to taking or refraining from taking any action, the Owner Trustee Trustee, at the expense of the Trust or the person requesting such action or inaction, may (i) may act directly request and shall be entitled to receive and conclusively rely upon, an officer’s certificate or through its agents or attorneys pursuant an opinion of counsel with respect to agreements entered into with any of them, such matters and the Owner Trustee shall not be liable for the conduct its acts or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, omissions in reliance thereon and (ii) may consult with counsel, accountants accountants, and other skilled Persons to be professionals of a nationally recognized firm that are selected with reasonable care and employed by itdue care. 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 of any such counsel, accountants or accountants, and other such Persons; provided, however, that professionals and the Owner Trustee shall use its good faith efforts to procure and provide to advice of such counsel, accountants accountants, and other professionals or other such Persons all such documents any opinion of counsel shall be full and information as may be reasonably necessary for such Persons to render such opinion complete authorization and protection from liability in respect of any action taken, suffered or adviceomitted by it hereunder in good faith and in reliance thereon.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may 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. 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 of any such counsel, accountants or other such Personspersons; provided, however, that the Owner Trustee shall use its good faith best efforts to procure and provide to such counsel, accountants or other such Persons persons all such documents and information as may be reasonably necessary for such Persons persons to render such opinion or advice.

Reliance; Advice of Counsel. (a) The Owner Trustee and the Delaware Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee or the 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 of the relevant party, as to such fact or 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or and the other Basic Documents, the Owner Trustee and the Delaware Trustee (i) may 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 Owner Trustee and the Delaware 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. The Owner Trustee and the Delaware Trustee shall not be 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; provided, however, that the Owner Trustee shall use its good faith efforts persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceBasic Document.

Reliance; Advice of Counsel. (a) The Owner In the absence of bad faith, the Resident Delaware Trustee may conclusively rely 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 liability to anyone in acting upon on any signature, instrument, notice, resolution, request, consent, order, judgment, 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 parties and need not investigate any fact or matter stated pertaining to or in any such document; provided, including verifying however, that the correctness Resident Delaware Trustee shall have examined any such certificates or opinions so as to reasonably determine compliance of the same with any numbers or calculationsapplicable requirements of this 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, 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 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. (b) In the exercise or administration of the trusts Trust hereunder and in the performance of its duties and obligations under this Agreement or the Basic DocumentsTrust Agreement, the Owner Trustee Resident Delaware Trustee, at the expense of the Manager or an Affiliate of the Manager (including the Trust), may (i) may act directly or through its agents agents, attorneys, custodians or attorneys nominees pursuant to agreements entered into with any of them, and the Owner Resident Delaware Trustee shall not be liable for the conduct or willful misconduct of such agents agents, attorneys, custodians or attorneys nominees if such agents agents, attorneys, custodians or attorneys nominees shall have been selected by the Owner Resident Delaware Trustee with reasonable care, and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care professionals, and employed by it. The Owner the Resident Delaware Trustee shall not be 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 accountant or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to skilled professional if such counsel, accountants accountant or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceskilled professional shall have been selected by the Resident Delaware Trustee with reasonable care.

Reliance; Advice of Counsel. (a) The Neither the Owner Trustee nor the Delaware Trustee shall incur no any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 Each of the Owner Trustee need not investigate any fact or matter stated in any such document, including verifying and the correctness of any numbers or calculations. 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, matter the method of the determination of which is not specifically prescribed herein, each of the Owner Trustee and the 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 officer of the relevant party, as to such fact or matter, matter and such certificate shall constitute full protection to each of the Owner Trustee and the Delaware Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its their duties and obligations under this Agreement or the Basic Transaction Documents, the Owner Trustee and the Delaware Trustee (i) may may, at the expense of HFC, act directly or through its their agents or attorneys pursuant to agreements entered into with any of them, and neither the Owner Trustee nor the Delaware Trustee shall not be liable for the conduct or misconduct of such their respective agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee or the Delaware Trustee, as the case may be, with reasonable care, and (ii) may may, at the expense of HFC, consult with counsel, accountants and other skilled Persons persons to be selected with reasonable care and employed by itthem. The Neither the Owner Trustee nor the Delaware Trustee shall not be 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; provided, however, that the Owner Trustee shall use its good faith efforts persons and not contrary to procure and provide to such counsel, accountants this Agreement or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceany Transaction Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 Authorized Officer 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or and to the extent expressly provided for under the other Issuer Basic Documents, the Owner Trustee may, at the expense of the Trust to the extent permitted under Sections 8.01 and 8.02, (i) may 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, care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceany Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee Trustees shall incur no personal liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 Trustees need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee Trustees 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 Authorized Officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee Trustees for any action taken or omitted to be taken by it them in good faith in reliance thereon. (ba) In the exercise or administration of the trusts hereunder and in the performance of its their duties and obligations under this Agreement or the Basic Transaction Documents, the Owner Trustee Trustees (i) may act directly or through its their agents or attorneys pursuant to agreements entered into with any of them, and but the Owner Trustee Trustees shall not be personally liable for the conduct or misconduct of such agents agents, custodians, nominees (including persons acting under a power of attorney) or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, care and (ii) may consult with counsel, accountants and other skilled Persons persons knowledgeable in the relevant area to be selected with reasonable care and employed by itthem at the expense of the Issuer. The Owner Trustee Trustees shall not be personally liable for anything done, suffered or omitted in good faith by it them in accordance with the written opinion or advice of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advicepersons.

Reliance; Advice of Counsel. (a) The Except as provided in Section 6.01, the Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party or partnership 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, 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 the general partner, in the case of a partnership) and by the treasurer, treasurer or any assistant treasurer or the secretary or other authorized officers any assistant secretary 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. (b) In the its exercise or administration of the trusts hereunder and powers hereunder, including its obligations under Section 5.02(b), and in the performance of its duties and obligations under this Agreement or the Basic Documentsother Operative Agreements, the Owner Trustee may employ agents and attorneys and enter into agreements (iincluding the Sale and Servicing Agreement) may 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 answerable for the conduct default or misconduct of any such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care. If, and to the extent, the Seller shall have failed to reimburse the Owner Trustee for all reasonable expenses and indemnities incurred pursuant to this Section 6.05(b), as provided in Section 7.01 and Section 7.02, the Owner Trustee may seek reimbursement therefor from the Trust Estate. (iic) In the administration of the trusts and performance of its duties hereunder, the Owner Trustee may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. The , and the Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written reasonable advice or opinion or advice of any such counsel, accountants or other such skilled Persons; provided. If, howeverand to the extent, that the Seller shall have failed to reimburse the Owner Trustee shall use its good faith efforts for all reasonable expenses and indemnities incurred pursuant to procure this Section 6.05(c), as provided in Section 7.01 and provide to such counselSection 7.02, accountants or other such Persons all such documents and information as the Owner Trustee may be reasonably necessary for such Persons to render such opinion or adviceseek reimbursement therefor from the Trust Estate.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 Authorized Officer 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or and to the extent expressly provided for under the other Issuer Basic Documents, the Owner Trustee may, at the expense of the Issuer to the extent permitted under Section 8.01, (i) may 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, care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceany Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, certificate, report, opinion, bond Note, or other document or paper believed by it in good faith to be genuine and believed by it in good faith to be signed by the proper party or parties. The Owner Trustee need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 treasurer or other 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the other Basic Documents, the Owner Trustee (i) may may, at the expense of the Trust, 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 may, at the expense of the Trust, consult with counsel, accountants Accountants and other skilled Persons persons to be selected with reasonable care and employed by it. The Owner Trustee shall not be responsible for monitoring the performance of such agents or attorneys or for the failure of others to perform their duties, even if delegated by the Owner Trustee, if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care. 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 of any such counsel, accountants Accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceBasic Document.

Reliance; Advice of Counsel. (a) The Owner In the absence of bad faith, the Trustee may conclusively rely 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 liability to anyone in acting upon on any signature, instrument, notice, resolution, request, consent, order, judgment, 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 parties and need not investigate any fact or matter stated pertaining to or in any such document; provided, including verifying however, that the correctness Trustee shall have examined any certificates or opinions so as to reasonably determine compliance of any numbers or calculationsthe same with the requirements of this 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 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, 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 treasurer or other authorized officers officer 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. (b) In the exercise or administration of the trusts Trust hereunder and in the performance of its duties and obligations under this Agreement or the Basic DocumentsTrust Agreement, the Trustee, at the expense of the Managing Owner Trustee or an Affiliate of the Managing Owner (including the Trust) (i) may act directly or through its agents agents, attorneys, custodians or attorneys 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 agents, attorneys, custodians or attorneys nominees if such agents agents, attorneys, custodians or attorneys nominees shall have been selected by the Owner Trustee with reasonable care, care and (ii) may consult with counsel, accountants and other skilled Persons professionals to be selected with reasonable care and employed by it. 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 of any such counsel, accountants accountant or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice.

Reliance; Advice of Counsel. (a) The In the absence of bad faith, willful misconduct or negligence, the Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 ; however, the Owner Trustee need shall examine the same to determine whether or not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculationsthey conform on their face to this Agreement. 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, 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 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic other Transaction Documents, the Owner Trustee Trustee: (i) may 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 to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure Persons and provide according to such counsel, accountants opinion not contrary to this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceTransaction Document.

Reliance; Advice of Counsel. (a) The Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall incur no any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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, the Co-Owner Trustee need not investigate any fact or matter stated in any such document, including verifying and the correctness of any numbers or calculations. 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, 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 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its respective duties and obligations under this Agreement or the Basic Documents, each of the Owner Trustee, the Co-Owner Trustee and the Trust Eligible Lender Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of themit, and neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender 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 it 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. The Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall not be 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; provided, however, that the Owner Trustee shall use its good faith efforts persons and not contrary to procure and provide to such counsel, accountants this Agreement or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceany Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 Authorized Officer 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or and to the extent expressly provided for under the other Issuer Basic Documents, the Owner Trustee may, at the expense of the Trust to the extent permitted under Section 8.01, (i) may 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, care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceany Basic Document.

Reliance; Advice of Counsel. (a) The Except as provided in Section 6.01, the Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party or partnership 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, 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 the general partner, in the case of a partnership) and by the treasurer, treasurer or any assistant treasurer or the secretary or other authorized officers any assistant secretary 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. (b) In the its exercise or administration of the trusts hereunder and powers hereunder, including its obligations under Section 5.02(b), and in the performance of its duties and obligations under this Agreement or the Basic other Transaction Documents, the Owner Trustee may employ agents and attorneys and enter into agreements (iincluding the Administration Agreement) may 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 answerable for the conduct default or misconduct of any such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care. If, and to the extent, the Depositor shall have failed to reimburse the Owner Trustee for all reasonable expenses incurred pursuant to this Section 6.05(b), as provided in Section 7.01, the Owner Trustee may seek reimbursement therefor from the Trust Estate. (iic) In the administration of the trusts and performance of its duties hereunder, the Owner Trustee may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. The , and the Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written reasonable advice or opinion or advice of any such counsel, accountants or other such skilled Persons; provided. If, howeverand to the extent, that the Depositor shall have failed to reimburse the Owner Trustee shall use its good faith efforts for all reasonable expenses incurred pursuant to procure and provide to such counselthis Section 6.05(c), accountants or other such Persons all such documents and information as provided in Section 7.01, the Owner Trustee may be reasonably necessary for such Persons to render such opinion or adviceseek reimbursement therefor from the Trust Estate.

Reliance; Advice of Counsel. (a) The Owner Eligible Lender Trustee and the Delaware Trustee shall incur no liability to anyone in acting upon any signature, instrument, direction, notice, resolution, request, consent, order, judgment, 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 Eligible Lender Trustee need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, matter the method of the determination of which is not specifically prescribed herein, the Owner Eligible Lender Trustee the 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 of the relevant party, as to such fact or matter, matter and such certificate shall constitute full protection to the Owner Eligible Lender Trustee or the Delaware Trustee, as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the other Basic Documents, the Owner Eligible Lender Trustee and the Delaware Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Eligible Lender 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 Owner Eligible Lender Trustee or the Delaware Trustee, as the case may be, with reasonable care, and (ii) may consult with counsel, counsel and accountants and other skilled Persons to be selected with reasonable care and employed by it. The Owner Neither the Eligible Lender Trustee nor the Delaware Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel, counsel or accountants and not contrary to this Agreement or any other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceBasic Document.

Reliance; Advice of Counsel. (a) The Except as provided in Section 6.01, the Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party or partnership 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, 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 the general partner, in the case of a partnership) and by the treasurer, treasurer or any assistant treasurer or the secretary or other authorized officers any assistant secretary 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. (b) In the its exercise or administration of the trusts and powers hereunder and in the performance of its duties and obligations under this Agreement Agreement, including its obligations under Section 5.02(b), or the Basic Documentsother Operative Agreements, the Owner Trustee may employ agents and attorneys and enter into agreements (iincluding the Administration Agreement) may 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 answerable for the conduct default or misconduct of any such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care. If, and to the extent, the Holders shall have failed to reimburse the Owner Trustee for all reasonable expenses and indemnities incurred pursuant to this Section 6.05(b), as provided in Sections 7.01 and 7.02, the Owner Trustee may seek reimbursement therefor from the Trust Estate. (iic) In the administration of the trusts and performance of its duties hereunder, the Owner Trustee may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. The , and the Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written reasonable advice or opinion or advice of any such counsel, accountants or other such skilled Persons; provided. If, howeverand to the extent, that the Holders shall have failed to reimburse the Owner Trustee shall use its good faith efforts for all reasonable expenses and indemnities incurred pursuant to procure this Section 6.05(c), as provided in Sections 7.01 and provide to such counsel7.02, accountants or other such Persons all such documents and information as the Owner Trustee may be reasonably necessary for such Persons to render such opinion or adviceseek reimbursement therefor from the Trust Estate.

Reliance; Advice of Counsel. (a) The Owner Trustee shall To the fullest extent permitted by law, neither the Administrator nor the Titling Company Registrar will incur no liability to anyone any Person bound by this Agreement in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 parties and need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee Administrator and the Titling Company Registrar may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party 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, If the method of the determination of which any fact or matter is not specifically prescribed herein, the Owner Trustee Administrator or the Titling Company Registrar, as the case may be, may for all purposes hereof rely on a certificate, signed by an Authorized Officer, the Member, any Holder or by the president or any vice president or by the treasurer, secretary treasurer or other authorized officers of the relevant party, as to such fact or matter, and such certificate shall will, to the fullest extent permitted by law, constitute full protection to the Owner Trustee Administrator or the Titling Company Registrar, as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic DocumentsAgreement, the Owner Trustee Titling Company Registrar: (i) may act directly or through its agents agents, attorneys, custodians or attorneys nominees pursuant to agreements entered into with any of them, and the Owner Trustee shall Titling Company Registrar will not be liable to any Person bound by this Agreement for the conduct or misconduct of such agents agents, attorneys, custodians or attorneys nominees if such agents agents, attorneys, custodians or attorneys shall nominees will have been selected by the Owner Trustee Titling Company Registrar with reasonable care, care and (ii) may consult with counsel, accountants and other skilled Persons professionals to be selected with reasonable care and employed by it. The Owner Trustee shall To the fullest extent permitted by law, the Titling Company Registrar will not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion any Opinion of Counsel or advice of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts skilled professionals and not contrary to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advicethis Agreement.

Reliance; Advice of Counsel. (a) The Neither the Owner Trustee nor the Delaware Trustee shall incur no any personal liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 Each of the Owner Trustee need not investigate any fact or matter stated in any such document, including verifying and the correctness of any numbers or calculations. 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, 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 rely on a certificate, signed by the president or any vice president or by the treasurer, secretary 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 and the Delaware Trustee for any action taken or omitted to be taken by it in good faith in reliance thereonthereon (the costs of which shall be paid by the party requesting such action). Neither the Owner 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 any such document and, in the absence of bad faith on its part, may conclusively rely thereon as to the truth of the statements and the correctness of the opinions expressed therein. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Transaction Documents, the Owner Trustee and the Delaware Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, but the Owner Trustee and the Owner Delaware Trustee shall not be personally liable for the conduct or misconduct of such agents agents, custodians, nominees (including Persons acting under a power of attorney) or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, 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 itit at the expense of the Issuer. The Owner Trustee and the Delaware 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; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice.

Reliance; Advice of Counsel. (a) The Owner Delaware Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, certificate, report, opinion, bond or other document or paper reasonably believed by it in good faith to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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, treasurer or any assistant treasurer or the secretary or other authorized officers any assistant secretary of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Delaware Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic DocumentsTrust, the Owner Delaware Trustee (i) may act directly or or, at the expense of Hartford Life pursuant to the Expense and Indemnity Agreements, through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Delaware Trustee shall not be liable for the conduct action, inaction, default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Delaware Trustee in good faith and with reasonable care, and (ii) may may, at the expense of Hartford Life pursuant to the Expense and Indemnity Agreements, consult with counsel, accountants and other skilled Persons persons to be selected in good faith and with reasonable care and employed by it. The Owner Trustee , and it shall not be liable for anything done, suffered or omitted to be done in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceskilled persons.

Reliance; Advice of Counsel. (a) The Owner In the absence of bad faith, the Trustee may conclusively rely 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 liability to anyone in acting upon or not acting on any signature, instrument, notice, resolution, request, consent, order, judgment, 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 parties and need not investigate any fact or matter stated in pertaining to any such document; provided, including verifying however, that the correctness Trustee shall have examined any certificates and opinions so as to reasonably determine compliance of any numbers or calculationssuch certificates and opinions with the requirements of this 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 party as conclusive evidence that such resolution has been duly adopted by such body and that the same such resolution is in full force and effect. As to any fact or matter, matter the method of the determination of which is not specifically prescribed hereinin this Trust Agreement, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president president, any vice president, the treasurer 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. (b) In the exercise or administration of the trusts Trust hereunder and in the performance of its duties and obligations under this Agreement or the Basic DocumentsTrust Agreement, the Owner Trustee Trustee, at the expense of the Trust (i) may act directly or through its agents agents, attorneys, custodians or attorneys 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 agents, attorneys, custodians or attorneys nominees if such agents agents, attorneys, custodians or attorneys nominees shall have been selected by the Owner Trustee with reasonable care, care and (ii) may consult with counsel, accountants and other skilled Persons professionals to be selected with reasonable care and employed by it. 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 of any such counsel, accountants accountant or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice.

Reliance; Advice of Counsel. (a) The Except as provided in Section 6.01, the Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party or partnership 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, 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 the general partner, in the case of a partnership) and by the treasurer, treasurer or any assistant treasurer or the secretary or other authorized officers any assistant secretary 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. (b) In the its exercise or administration of the trusts hereunder and powers hereunder, including its obligations under Section 5.02(b), and in the performance of its duties and obligations under this Agreement or the Basic Documentsother Operative Agreements, the Owner Trustee may employ agents and attorneys and enter into agreements (iincluding the Administration Agreement) may 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 answerable for the conduct default or misconduct of any such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care. If, and to the extent, Certificateholders shall have failed to reimburse the Owner Trustee for all reasonable expenses incurred pursuant to this Section 6.05(b), as provided in Section 7.01, the Owner Trustee may seek reimbursement therefor from the Trust Estate. (iic) In the administration of the trusts and performance of its duties hereunder, the Owner Trustee may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. The , and the Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written reasonable advice or opinion or advice of any such counsel, accountants or other such skilled Persons; provided. If, howeverand to the extent, that Certificateholders shall have failed to reimburse the Owner Trustee shall use its good faith efforts for all reasonable expenses incurred pursuant to procure and provide to such counselthis Section 6.05(c), accountants or other such Persons all such documents and information as provided in Section 7.01, the Owner Trustee may be reasonably necessary for such Persons to render such opinion or adviceseek reimbursement therefor from the Trust Estate.

Reliance; Advice of Counsel. (a) The Except as provided in Section 6.01, the Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party or partnership 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, 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 the general partner, in the case of a partnership) and by the treasurer, treasurer or any assistant treasurer or the secretary or other authorized officers any assistant secretary 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. (b) In the its exercise or administration of the trusts hereunder and powers hereunder, including its obligations under Section 5.02(b), and in the performance of its duties and obligations under this Agreement or the Basic other Operative Documents, the Owner Trustee may employ agents and attorneys and enter into agreements (iincluding the Administration Agreement) may 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 answerable for the conduct default or misconduct of any such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care. If, and to the extent, the Depositor shall have failed to reimburse the Owner Trustee for all reasonable expenses and indemnities incurred pursuant to this Section 6.05(b), as provided in Sections 7.01 and 7.02, the Owner Trustee may seek reimbursement therefor from the Trust Estate. (iic) In the administration of the trusts and performance of its duties hereunder, the Owner Trustee may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. The , and the Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written reasonable advice or opinion or advice of any such counsel, accountants or other such skilled Persons; provided. If, howeverand to the extent, that the Depositor shall have failed to reimburse the Owner Trustee shall use its good faith efforts for all reasonable expenses and indemnities incurred pursuant to procure this Section 6.05(c), as provided in Sections 7.01 and provide to such counsel7.02, accountants or other such Persons all such documents and information as the Owner Trustee may be reasonably necessary for such Persons to render such opinion or adviceseek reimbursement therefor from the Trust Estate.

Reliance; Advice of Counsel. (a) The In the absence of bad faith, willful misconduct or gross negligence, the Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 ; however, the Owner Trustee need shall examine the same to determine whether or not investigate any fact or matter stated in any such document, including verifying they conform on their face to the correctness of any numbers or calculationsTrust Agreement. The Owner Trustee may accept a certified copy of a resolution of the board of directors of the Seller 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, 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may 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 carecare and are acceptable to the Controlling Party (provided that any person to whom duties and obligations of the Owner Trustee are delegated pursuant to and in accordance with the Basic Documents shall be deemed to be acceptable to the Controlling Party), and (ii) may consult with counsel, accountants and other skilled Persons persons acceptable to be the Controlling Party that are selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure persons and provide according to such counsel, accountants opinion not contrary to this Agreement or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceany Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall may rely upon, will be protected in relying upon and will incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, certificate, report, opinion, bond bond, or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Owner Trustee need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 treasurer or other authorized officers of the relevant party, as to such fact or matter, and such certificate shall will constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic other Transaction Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall will not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been are selected by the Owner Trustee with reasonable care, and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. The Owner Trustee shall will not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or written advice of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceTransaction Document.

Reliance; Advice of Counsel. (a) The Owner Trustee Each of the Trustee, the Collateral Agent, the Note Paying Agent, the Certificate Paying Agent, the Note Registrar and the Certificate Registrar may conclusively rely on and shall incur no liability to anyone be fully protected in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, certificate, report, opinion, bond opinion 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee may accept a A certified copy of a resolution of the board of directors or other governing body of any corporate party as or other entity shall be conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As effect and as to any fact or matter, 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, treasurer or secretary or other authorized officers officer 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 the Trustee, the Collateral Agent, the Note Paying Agent, the Certificate Paying Agent, the Note Registrar and the Certificate Registrar in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Related Documents, each of the Owner Trustee Trustee, the Collateral Agent, the Note Paying Agent, the Certificate Paying Agent, the Note Registrar and the Certificate Registrar (i) may may, at the expense of the Holder of the Special Interest, 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 it with reasonable care, care and (ii) may may, at the expense of the Holder of the Special Interest, consult with counsel, accountants and other skilled Persons persons to be selected with reasonable care and employed by it. The Owner Trustee None of the Trustee, the Collateral Agent, the Note Paying Agent, the Certificate Paying Agent, the Note Registrar and the Certificate Registrar shall not be 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; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advicepersons.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 treasurer or any assistant treasurer or other authorized officers officer 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Transaction Documents, the Owner Trustee (i) may may, at the expense of HFC, 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 itcare. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts persons and not contrary to procure and provide to such counsel, accountants this Agreement or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceany Transaction Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Owner Trustee parties and need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party 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, 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 chief executive officer, or any vice president or by the treasurer, secretary treasurer 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee Trustee: (i) may act directly or through its agents agents, attorneys, custodians or attorneys 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 agents, attorneys, custodians or attorneys nominees if such agents agents, attorneys, custodians or attorneys 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. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, certificate, report, opinion, bond bond, facsimile transmission or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Owner Trustee parties and need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 treasurer 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. (b) In the exercise or administration of the trusts hereunder hereby created and in the performance of its duties and obligations under this the Series Trust Agreement or the other Basic Documents, the Owner Trustee Trustee: (i) may act directly or through its agents agents, attorneys, custodians or attorneys nominees (including the granting of a power of attorney to Responsible Officers or Authorized Signatories of the Trustee to execute and deliver any Basic Documents, Certificate or other documents related thereto on behalf of the Trustee) 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 agents, attorneys, custodians or attorneys nominees if such agents agents, attorneys, custodians or attorneys nominees shall have been selected by the Owner Trustee in good faith and with reasonable care, care and (ii) may consult with counsel, accountants and other skilled Persons professionals to be selected in good faith and with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that persons and not contrary to the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants Series Trust Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceBasic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, certificate, report, opinion, bond bond, facsimile transmission or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Owner Trustee parties and need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 treasurer 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. (b) In the exercise or administration of the trusts hereunder hereby created and in the performance of its duties and obligations under this Agreement or the Basic DocumentsAgreement, the Owner Trustee Trustee: (i) may act directly or through its agents agents, attorneys, custodians or attorneys nominees (including the granting of a power of attorney to Responsible Officers of the Trustee to execute and deliver this Agreement, any Certificate or other documents related thereto on behalf of the Trustee) 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 agents, attorneys, custodians or attorneys nominees if such agents agents, attorneys, custodians or attorneys nominees shall have been selected by the Owner Trustee in good faith and with reasonable care, care and (ii) may consult with counsel, accountants and other skilled Persons professionals to be selected in good faith and with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts persons and not contrary to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advicethis Agreement.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, shall be protected in relying upon and shall incur no liability to anyone in acting upon or refraining from acting upon, any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee may accept a certified copy of a board resolution or documents of the board of directors or any other governing body of any corporate party as conclusive evidence that such board resolution or other document has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter, 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 president, any vice president or by president, the treasurer, secretary any assistant treasurer or any other authorized officers of the relevant party, 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or and the other Basic Documents, the Owner Trustee (i) may 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 NALT 2004-A Amended and Restated Trust Agreement such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; providedPersons and not, however, that to the actual knowledge of the Owner Trustee shall use its good faith efforts Trustee, contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceBasic Document.

Reliance; Advice of Counsel. ‌ (a) The Owner Delaware Trustee shall may conclusively rely as to the truth of statements made and the correctness of opinions rendered and will incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, certificate, report, opinion, bond bond, or other document or paper believed by it in good faith to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee parties and need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculationstherein. 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, matter the method of the determination of which is not specifically prescribed herein, the Owner Delaware Trustee may for all purposes hereof rely on a certificate, signed by any authorized officer of the Trustor or by the president or any vice president or by the treasurer, secretary treasurer or other authorized officers officer of the relevant party, as to such fact or matter, matter and such certificate shall will constitute full protection to the Owner 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, the Delaware Trustee may request and will be entitled to receive an officer's certificate or opinion of counsel and will not be liable for any acts or omissions taken in good faith reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Transaction Documents, the Owner Delaware Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Delaware Trustee shall will not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall will have been selected by the Owner Delaware Trustee with reasonable due care, and (ii) may consult with counsel, accountants and other skilled Persons persons to be selected with reasonable care in good faith and employed by it. The Owner the Delaware Trustee, and the Delaware Trustee shall and will not be liable for anything done, suffered or omitted in good faith by it the Delaware Trustee in accordance with the written opinion or the advice of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advicepersons.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, shall be protected in relying upon and shall incur no liability to anyone in acting upon or refraining from acting upon, any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee may accept a certified copy of a board resolution or documents of the board of directors or any other governing body of any corporate party as conclusive evidence that such board resolution or other document has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter, 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 president, any vice president or by president, the treasurer, secretary any assistant treasurer or any other authorized officers of the relevant party, 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.. 22 (NALT 2017-B Amended and Restated Trust Agreement) (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or and the other Basic Documents, the Owner Trustee (i) may 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, care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; providedPersons and not, however, that to the actual knowledge of the Owner Trustee shall use its good faith efforts Trustee, contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceBasic Document.

Reliance; Advice of Counsel. 17 (Nissan 2013-A Amended & Restated Trust Agreement) Table of Contents (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 treasurer or other 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may 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. 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 of any such counsel, accountants or other such Persons; providedpersons and not, however, that to the actual knowledge of the Owner Trustee shall use its good faith efforts Trustee, contrary to procure and provide to such counsel, accountants this Agreement or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceany Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 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 for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys or through a custodian or nominee 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 or a custodian or nominee if such agents or attorneys or a custodian or nominee shall have been selected by the Owner Trustee with reasonable care, care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice2019-A Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 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 for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys or through a custodian or nominee 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 or a custodian or nominee if such agents or attorneys or a custodian or nominee shall have been selected by the Owner Trustee with reasonable care, care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice2021-A Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 and by the treasurer, treasurer or any assistant treasurer or the secretary or other authorized officers any assistant secretary 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. (b) In the its exercise or administration of the trusts hereunder and in the performance of powers hereunder, including its duties and obligations under this Agreement Section 5.02(b) and any duties or obligations under the Basic Indenture and under the other Operative Documents, the Owner Trustee may employ agents and attorneys and enter into agreements (iincluding the Management Agreement and the Master Servicing Agreement) may 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 answerable for the conduct default or misconduct of any such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care. If, and to the extent, the Depositor shall have failed to reimburse the Trustee for all reasonable expenses incurred pursuant to this Section 6.06(b), as provided in Section 7.01, the Owner Trustee may seek reimbursement therefor from the Trust Estate. (iic) In the administration of the trusts hereunder or in the performance of its duties and obligations under any of the Bond Agreements, the Owner Trustee may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice.,

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, certificate, report, opinion, bond Note, or other document or paper believed by it in good faith to be genuine and believed by it in good faith to be signed by the proper party or parties. The Owner Trustee need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 treasurer or other 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the other Basic Documents, the Owner Trustee (i) may may, at the expense of the Issuer, 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 may, at the expense of the Issuer, consult with counsel, accountants Accountants and other skilled Persons persons to be selected with reasonable care and employed by it. The Owner Trustee shall not be responsible for monitoring the performance of such agents or attorneys or for the failure of others to perform their duties, even if delegated by the Owner Trustee, if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care. 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 of any such counsel, accountants Accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceBasic Document.

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, judgment, 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 investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact or of matter stated in any such documentdocument and may conclusively rely as to the truth of the statements, facts (including verifying 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, 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 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) (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic other Transaction Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of themattorneys, and custodians or nominees, but the Owner Trustee shall not be personally liable for the conduct or misconduct of such agents agents, custodians, nominees (including Persons acting under a power of attorney) or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, in good faith and (ii) may consult with and conclusively rely upon the advice of counsel, accountants and other skilled Persons knowledgeable in the relevant area to be selected with reasonable care in good faith and employed by itit at the expense of 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; provided, however, that . (c) In connection with the delivery of any information to the Owner Trustee shall by the Servicer or any other party to the Transaction Documents where the Owner Trustee is required to use its good faith efforts such information in connection with the preparation or distribution of reports to procure and provide to such counsel, accountants Certificateholders or other such Persons parties, the Owner Trustee is entitled to conclusively rely on the accuracy of all such documents information and shall not be required to investigate or reconfirm its accuracy and shall not be liable in any manner whatsoever for any errors, inaccuracies or incorrect information as may be reasonably necessary for such Persons to render such opinion or adviceresulting from the use of this information.

Reliance; Advice of Counsel. (a) The Owner Delaware Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, certificate, report, opinion, bond or other document or paper reasonably believed by it in good faith to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, matter the method manner of the determination ascertainment of which is not specifically prescribed hereinin the Trust Agreement, the Owner Delaware Trustee may for all purposes hereof of the Trust Agreement rely on a certificate, signed by the president or any vice president or by the treasurer, treasurer or any assistant treasurer or the secretary or other authorized officers any assistant secretary of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Delaware Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic DocumentsTrust, the Owner Delaware Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them; PROVIDED THAT, and the Owner 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 Owner Delaware Trustee in good faith and with reasonable care, and (ii) may consult with counsel, accountants and other skilled Persons to be selected in good faith and with reasonable care and employed by it. The Owner Trustee , and it shall not be liable for anything done, suffered or omitted to be done in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such skilled Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 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 for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys or through a custodian or nominee 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 or a custodian or nominee if such agents or attorneys or a custodian or nominee shall have been selected by the Owner Trustee with reasonable care, care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice2020-A Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 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 for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys or through a custodian or nominee 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 or a custodian or nominee if such agents or attorneys or a custodian or nominee shall have been selected by the Owner Trustee with reasonable care, care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice20[__]-[_] Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall Neither the Titling Company Administrator nor the Titling Company Registrar will incur no liability to anyone any Person in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 parties and need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee Titling Company Administrator and the Titling Company Registrar may accept a certified copy of a resolution of the board of directors Board, 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, If the method of the determination of which any fact or matter is not specifically prescribed herein, the Owner Trustee Titling Company Administrator or the Titling Company Registrar, as the case may be, may for all purposes hereof rely on a certificate, signed by the Member, the Board or any Manager or by the president or any vice president or by the treasurer, secretary treasurer or other authorized officers of the relevant party, as to such fact or matter, and such certificate shall will constitute full protection to the Owner Trustee Titling Company Administrator or the Titling Company Registrar, as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or Agreement, each of the Basic Documents, Titling Company Administrator and the Owner Trustee Titling Company Registrar: (i) may act directly or through its agents agents, attorneys, custodians or attorneys nominees pursuant to agreements entered into with any of them, and neither the Owner Trustee shall not Titling Company Administrator nor the Titling Company Registrar will be liable for the conduct or misconduct of such agents agents, attorneys, custodians or attorneys nominees if such agents agents, attorneys, custodians or attorneys shall nominees will have been selected by the Owner Trustee Titling Company Administrator or the Titling Company Registrar, as the case may be, with reasonable care, care and (ii) may consult with counsel, accountants and other skilled Persons professionals to be selected with reasonable care and employed by it. The Owner Trustee shall not Neither the Titling Company Administrator nor the Titling Company Registrar will be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion any Opinion of Counsel or advice of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts skilled professionals and not contrary to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advicethis Agreement.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 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 for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys or through a custodian or nominee 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 or a custodian or nominee if such agents or attorneys or a custodian or nominee shall have been selected by the Owner Trustee with reasonable care, care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice2019-B Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, shall be protected in relying upon and shall incur no liability to anyone in acting upon or refraining from acting upon, any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee may accept a certified copy of a board resolution or documents of the board of directors or any other governing body of any corporate party as conclusive evidence that such board resolution or other document has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter, 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 president, any vice president or by president, the treasurer, secretary any assistant treasurer or any other authorized officers of the relevant party, 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or and the other Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into 22 (NALT 2012-B Amended and Restated Trust Agreement) 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, care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; providedPersons and not, however, that to the actual knowledge of the Owner Trustee shall use its good faith efforts Trustee, contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceBasic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, direction, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated may request shall be entitled to receive and conclusively rely (and shall be fully protected in any such document, including verifying the correctness relying) upon an opinion of any numbers or calculationscounsel 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, 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 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. 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 the truth of the statements and the correctness of the opinions expressed therein. The costs of any opinion of counsel or certificate requested by the Owner Trustee under this Section shall be paid by the party requesting the Owner Trustee to act or refrain from acting. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may 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 action, inaction, conduct, misconduct or misconduct negligence of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable carein good faith, and (ii) may consult with counsel, accountants and other skilled Persons persons to be selected with reasonable care in good faith and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts persons pursuant to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advicethis Agreement.

Reliance; Advice of Counsel. (a) The Owner Trustee shall not incur no any personal liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 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 thereonthereon (the costs of which shall be paid by the party requesting such action). The Owner Trustee need not investigate or 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, in the absence of bad faith on its part, may conclusively rely thereon as to the truth of the statements and the correctness of the opinions expressed therein. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Transaction Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and but the Owner Trustee shall not be personally liable for the conduct or misconduct of such agents agents, custodians, nominees (including Persons acting under a power of attorney) or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, care and (ii) may consult with counsel, accountants accountants, experts and other skilled Persons knowledgeable in the relevant area to be selected with reasonable care and employed by itit at the expense of 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 accountants, experts or other such Persons; provided. Prior to taking or refraining from taking any action hereunder, however, that the Owner Trustee may request and shall use its good faith efforts be entitled to procure receive and provide conclusively rely upon, an Officer’s Certificate or Opinion of Counsel with respect to such counselaction or inaction, accountants and shall not be liable for its acts or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceomissions in reliance thereon.

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, judgment, 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 investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact or of matter stated in any such documentdocument and may conclusively rely as to the truth of the statements, facts (including verifying 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, 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 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic other Transaction Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of themattorneys, and custodians or nominees, but the Owner Trustee shall not be personally liable for the conduct or misconduct of such agents agents, custodians, nominees (including Persons acting under a power of attorney) or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, in good faith and (ii) may consult with and conclusively rely upon the advice of counsel, accountants and other skilled Persons knowledgeable in the relevant area to be selected with reasonable care in good faith and employed by itit at the expense of 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; provided, however, that . (c) In connection with the delivery of any information to the Owner Trustee shall by the Servicer or any other party to the Transaction Documents where the Owner Trustee is required to use its good faith efforts such information in connection with the preparation or distribution of reports to procure and provide to such counsel, accountants Certificateholders or other such Persons parties, the Owner Trustee is entitled to conclusively rely on the accuracy of all such documents information and shall not be required to investigate or reconfirm its accuracy and shall not be liable in any manner whatsoever for any errors, inaccuracies or incorrect information as may be reasonably necessary for such Persons to render such opinion or adviceresulting from the use of this information.

Reliance; Advice of Counsel. (a) [The Owner Trustee shall not]/[Neither the Owner Trustee nor the Delaware Trustee shall] incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact [or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee 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, matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee [or the Delaware Trustee, as applicable,] 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 or agents 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, respectively,] for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, [each of] the Owner Trustee [and the Delaware Trustee] (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and [the Owner Trustee shall not not]/[neither the Owner Trustee nor the Delaware Trustee, as applicable, shall] 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[or the Delaware Trustee, as applicable,] in good faith, and (ii) may consult with counsel, accountants and other skilled Persons persons to be selected with reasonable care in good faith and employed by it. [The Owner Trustee shall not not]/[Neither the Owner Trustee nor the Delaware Trustee shall] be 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; provided, however, that the Owner Trustee shall use its good faith efforts persons and not contrary to procure and provide to such counsel, accountants this Agreement or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceany Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 Trustee parties and need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 treasurer 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the other Basic Documents, the Owner Trustee Trustee: (i) may act directly or through its agents agents, attorneys, custodians or attorneys 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 agents, attorneys, custodians or attorneys nominees if such agents agents, attorneys, custodians or attorneys 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. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceBasic Document.

Reliance; Advice of Counsel. (a) The Neither Owner Trustee shall incur no --------------------------- any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 Any request, direction, order or demand of the Owner Trustee need not investigate any fact Participant or matter stated the Charterer mentioned herein or in any such documentother Operative Document to which the Owner Trust is a party shall be sufficiently evidenced by an Officer's Certificate of the Owner Participant or the Charterer, including verifying as the correctness of any numbers or calculationscase 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, 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. (b) . In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documentshereunder, the an Owner Trustee (i) may act execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through its agents or attorneys pursuant to agreements entered into with any of themattorneys, 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. The , and an Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it such Owner Trustee in accordance with the written advice or opinion or advice within the scope of the competence of any such counsel, accountants or other such Persons; providedskilled persons and not contrary to this Trust Agreement, however, that except for the Owner Trustee shall use its good faith efforts to procure and provide to such exercise of reasonable care in the appointment of counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceskilled persons.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, direction, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying may request and conclusively rely upon an opinion of reputable counsel prior to the correctness performance of any numbers or calculationsdiscretionary act enumerated in this Agreement. 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, matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof conclusively rely on a certificate, signed by the president or any vice president or by the treasurer, secretary or other authorized officers an Authorized Officer 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. The Trustee shall not 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 any such document and may request and conclusively rely as to the truth of the statements and the correctness of the opinions expressed therein. (b) In the exercise or administration of the trusts Trust hereunder and in the performance of its duties and obligations under this Agreement or the Basic DocumentsAgreement, the Owner Trustee (i) may act directly or through its agents agents, accountants, or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct conduct, misconduct, fraud, or misconduct negligence of such agents agents, accountants, or attorneys if such agents agents, accountants, or attorneys shall have been selected by the Owner Trustee with reasonable due care, and (ii) may consult with counsel, counsel and accountants and other skilled Persons to be selected with reasonable due care and employed by it. The Owner Trustee shall not be liable for anything done, suffered suffered, or omitted in good faith by it in accordance with the written opinion or advice of any such counsel, counsel or accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts and not contrary to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advicethis Agreement.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 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 for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys or through a custodian or nominee 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 or a custodian or nominee if such agents or attorneys or a custodian or nominee shall have been selected by the Owner Trustee with reasonable care, care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice2023-A Basic Document.

Reliance; Advice of Counsel. (a) The Owner Delaware Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, certificate, report, opinion, bond or other document or paper reasonably believed by it in good faith to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, matter the method manner of the determination ascertainment of which is not specifically prescribed hereinin this Amended and Restated Trust Agreement, the Owner Delaware Trustee may for all purposes hereof of this Amended and Restated Trust Agreement rely on a certificate, signed by the president or any vice president or by the treasurer, treasurer or any assistant treasurer or the secretary or other authorized officers any assistant secretary of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Delaware Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic DocumentsTrust, the Owner Delaware Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them; PROVIDED THAT, and the Owner 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 Owner Delaware Trustee in good faith and with reasonable care, and (ii) may consult with counsel, accountants and other skilled Persons persons to be selected in good faith and with reasonable care and employed by it. The Owner Trustee , and it shall not be liable for anything done, suffered or omitted to be done in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceskilled persons.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 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 for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys or through a custodian or nominee 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 or a custodian or nominee if such agents or attorneys or a custodian or nominee shall have been selected by the Owner Trustee with reasonable care, care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice2020-B Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall Co-Trustees may rely upon, will be protected in relying upon, and will incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, certificate, report, opinion, bond bond, or other document or paper (whether in its original or facsimile form) reasonably believed by it them to be genuine and reasonably believed by it them to be signed by the proper party or parties. The Owner Trustee need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee Co-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, matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee Co-Trustees 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 of the relevant party, as to such fact or matter, and such certificate shall will constitute full protection to the Owner Trustee Co-Trustees for any action taken or omitted to be taken by it them in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its their duties and obligations under this Agreement or the Basic other Transaction Documents, the Owner Trustee Co-Trustees (i) may act directly or through its their agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall Co-Trustees will not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been are selected by the Owner Trustee Co-Trustees with reasonable care, and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by itthem. The Owner Trustee shall Co-Trustees will not be liable for anything done, suffered or omitted in good faith by it them in accordance with the written opinion or written advice of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceTransaction Document.

Reliance; Advice of Counsel. (a) The CARAT Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 parties and need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The CARAT 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, matter the method of the determination of which is not specifically prescribed herein, the CARAT Owner 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 of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the CARAT Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the CARAT Basic Documents, the CARAT Owner Trustee (i) may act directly or through its agents agents, attorneys, custodians or attorneys nominees (including the granting of a power of attorney to officers of [ ] to execute and deliver any CARAT Basic Documents, CARAT 20 -SN Certificate, CARAT 20 -SN Note or other documents related thereto on behalf of the CARAT Owner Trustee) pursuant to agreements entered into with any of them, and the CARAT Owner Trustee shall not be liable for the conduct or misconduct of such agents agents, attorneys, custodians or attorneys nominees if such agents agents, attorneys, custodians or attorneys nominees shall have been selected by the CARAT 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. The CARAT 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants this Agreement or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceany CARAT Basic Document.

Reliance; Advice of Counsel. (a) The Neither the Delaware Trustee, the Co-Owner Trustee nor the Co-Owner Eligible Lender Trustee shall incur no any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 Delaware Trustee, the Co-Owner Trustee need not investigate any fact or matter stated in any such document, including verifying and the correctness of any numbers or calculations. The Co-Owner 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, matter the method of the determination of which is not specifically prescribed herein, the Delaware Trustee, the Co-Owner Trustee and the Co-Owner 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 of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Delaware Trustee, the Co-Owner Trustee and Co-Owner Eligible Lender Trustee, respectively, for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its respective duties and obligations under this Agreement or the Basic Related Documents, each of the Delaware Trustee, the Co-Owner Trustee and the Co-Owner Eligible Lender Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of themit, and neither the Delaware Trustee, the Co-Owner Trustee nor the Co-Owner Eligible Lender 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 to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice.shall

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 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 for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys or through a custodian or nominee 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 or a custodian or nominee if such agents or attorneys or a custodian or nominee shall have been selected by the Owner Trustee with reasonable care, care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice2024-B Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 Trustee parties and need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely rely, without any inquiry or investigation into the factual matters addressed therein, on a certificate, signed by the president or any vice president or by the treasurer, secretary treasurer 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. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee Trustee: (i) may act directly or through its agents agents, attorneys, custodians or attorneys 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 agents, attorneys, custodians or attorneys nominees if such agents agents, attorneys, custodians or attorneys 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. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice.

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, judgment, 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 investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact or of matter stated in any such documentdocument and may conclusively rely as to the truth of the statements, facts (including verifying 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, 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 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) (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic other Transaction Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of themattorneys, and custodians or nominees, but the Owner Trustee shall not be personally liable for the conduct or misconduct of such agents agents, custodians, nominees (including Persons acting under a power of attorney) or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, in good faith and (ii) may consult with and conclusively rely upon the advice of counsel, accountants and other skilled Persons knowledgeable in the relevant area to be selected with reasonable care in good faith and employed by itit at the expense of 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; provided, however, that . (c) In connection with the delivery of any information to the Owner Trustee shall by the Servicer or any other party to the Transaction Documents where the Owner Trustee is required to use its good faith efforts such information in connection with the preparation or distribution of reports to procure and provide to such counsel, accountants Certificateholders or other such Persons parties, the Owner Trustee is entitled to conclusively rely on the accuracy of all such documents information and shall not be required to investigate or reconfirm its accuracy and shall not be liable in any manner whatsoever for any errors, inaccuracies or incorrect information as may be reasonably necessary for such Persons to render such opinion or adviceresulting from the use of this information.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 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 for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys or through a custodian or nominee 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 or a custodian or nominee if such agents or attorneys or a custodian or nominee shall have been selected by the Owner Trustee with reasonable care, care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice2024-A Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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, 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 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 for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys or through a custodian or nominee 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 or a custodian or nominee if such agents or attorneys or a custodian or nominee shall have been selected by the Owner Trustee with reasonable care, care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts Persons and not contrary to procure and provide to such counsel, accountants this Agreement or any other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice2021-B Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. 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 require and 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. (b) In the exercise or administration of the trusts trust hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may 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. 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 of any such counsel, accountants or other such Personspersons; provided, however, that the Owner Trustee shall use its good faith best efforts to procure and provide to such counsel, accountants or other such Persons persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice.such

Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 parties and need not investigate any fact or matter stated in any such document, including verifying document as long as the correctness of any numbers or calculationsOwner Trustee has otherwise satisfied its obligations under this Agreement. 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, 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. (b) In the exercise or administration of the trusts trust hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, 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 in good faith and using reasonable care), and (ii) may consult with counsel, accountants and other skilled Persons persons to be selected with reasonable care and employed by it. 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 of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its good faith efforts to procure persons and provide according to such counsel, accountants opinion not contrary to this Agreement or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or adviceany Basic Document.

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, judgment, 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 Grantor Trust Trustee and need not investigate investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact or of matter stated in any such documentdocument and may conclusively rely as to the truth of the statements, 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, 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 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 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 Grantor Trust Trustee to take such action or inaction. 19 Amended and Restated Grantor Trust Agreement (BLAST 2024-4) (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic other Transaction Documents, the Owner Grantor Trust Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of themattorneys, and custodians or nominees, but the Owner Grantor Trust Trustee shall not be personally liable for the conduct or misconduct of such agents agents, custodians, nominees (including Persons acting under a power of attorney) or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, in good faith and (ii) may consult with and conclusively rely upon the advice of counsel, accountants and other skilled Persons knowledgeable in the relevant area to be selected with reasonable care in good faith and employed by itit at the expense of the Grantor Trust. The Owner Grantor Trust 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; provided, however, that . (c) In connection with the Owner delivery of any information to the Grantor Trust Trustee shall by the Servicer or any other party to the Transaction Documents where the Grantor Trust Trustee is required to use its good faith efforts such information in connection with the preparation or distribution of reports to procure and provide to such counsel, accountants Grantor Trust Certificateholders or other such Persons parties, the Grantor Trust Trustee is entitled to conclusively rely on the accuracy of all such documents information and shall not be required to investigate or reconfirm its accuracy and shall not be liable in any manner whatsoever for any errors, inaccuracies or incorrect information as may be reasonably necessary for such Persons to render such opinion or adviceresulting from the use of this information.

Reliance; Advice of Counsel. (a) The Neither the Owner Trustee nor the Delaware Trustee shall incur no any personal liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, 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 Each of the Owner Trustee need not investigate any fact or matter stated in any such document, including verifying and the correctness of any numbers or calculations. 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, 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 rely on a certificate, signed by the president or any vice president or by the treasurer, secretary 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 and the Delaware Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.thereon (the costs of which shall be paid by the party requesting such action). Neither the Owner 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 any such document and, in the absence of bad faith on its part, may conclusively rely thereon as to the truth of the statements and the correctness of the opinions expressed therein.. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Transaction Documents, the Owner Trustee and the Delaware Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, but the Owner Trustee and the Owner Delaware Trustee shall not be personally liable for the conduct or misconduct of such agents agents, custodians, nominees (including Persons acting under a power of attorney) or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, 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 itit at the expense of the Issuer. The Owner Trustee and the Delaware 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; provided, however, that the Owner Trustee shall use its good faith efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice.