Common use of Reliance; Advice of Counsel Clause in Contracts

Reliance; Advice of Counsel. (a) The Owner Trustee 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, certificate, report, opinion, bond or other document believed by it to be genuine that appears on its face to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the resolution has been duly adopted 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 in this Agreement, the Owner Trustee may for all purposes of this Agreement rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons of the relevant party, as to the fact or matter and the certificate will be 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 under this Agreement and in the performance of its duties and obligations under the Transaction Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under agreements entered into with any of them and will not be liable for the conduct or misconduct of the agents or attorneys if the Owner Trustee selects the agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects with reasonable care and employs. The Owner Trustee will not be liable for anything it does, suffers or omits to do in good faith in accordance with the written opinion or advice of any counsel, accountants or other Persons that is not contrary to any Transaction Document.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, will shall be protected in relying upon upon, and will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine that appears on its face and believed by it to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreementherein, the Owner Trustee may for all purposes of this Agreement hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons authorized officers of the relevant party, as to the such fact or matter and the such certificate will be 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 under this Agreement hereunder and in the performance of its duties and obligations under this Trust Agreement or the other Transaction Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under or a custodian or nominee pursuant to agreements entered into with any of them them, and will the Owner Trustee shall not be liable for the conduct or misconduct of the 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 selects the agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects to be selected with reasonable care and employsemployed by it. The Owner Trustee will shall not be liable for anything it doesdone, suffers suffered or omits to do omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is and not contrary to this Trust Agreement or any other Transaction Document.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, will be protected in relying upon and will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine that appears on its face and believed by it to be properly executed and signed by the proper party or partiesparties and need not investigate any fact or matter in any such document. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreementherein, the Owner Trustee may for all purposes of this Agreement hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons authorized officers of the relevant party, as to the such fact or matter matter, and the such certificate will be 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 under this Agreement hereunder and in the performance of its duties and obligations under this Agreement or the Transaction other Basic Documents, the Owner Trustee (i) may act directly or through its agents agents, attorneys, custodians or attorneys under nominees (including [ ] who will perform administrative duties on behalf of [ ] as Owner Trustee) pursuant to agreements entered into with any of them them, and will the Owner Trustee shall not be liable for the conduct or misconduct of the agents such agents, attorneys, custodians or attorneys nominees if such agents, attorneys, custodians or nominees shall have been selected by the Owner Trustee selects the agents or attorneys with reasonable care care; and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects professionals to be selected with reasonable care and employsemployed by it. The Owner Trustee will shall not be liable for anything it doesdone, suffers suffered or omits to do omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is and not contrary to this Agreement or any Transaction other Basic Document.

Reliance; Advice of Counsel. (a) The Except as provided in Section 7.01, the Owner Trustee may rely upon, will be protected in relying upon and will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond bond, or other document or paper believed by it to be genuine that appears on its face and believed by it to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreementherein, the Owner Trustee may for all purposes of this Agreement hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons authorized officers of the relevant party, as to the such fact or matter matter, and the such certificate will be 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 under this Agreement hereunder and in the performance of its duties and obligations under this Agreement or the Transaction Operative Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under pursuant to agreements entered into with any of them them, and will the Owner Trustee shall not be liable for the conduct or misconduct of the such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee selects the agents or attorneys with reasonable care care, and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects to be selected with reasonable care and employsemployed by it. The Except as provided in Section 7.01, the Owner Trustee will shall not be liable for anything it doesdone, suffers suffered or omits to do omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is and not contrary to this Agreement or any Transaction Operative Document.

Reliance; Advice of Counsel. (a) The Neither the [Bank] nor the Owner Trustee may rely upon, will be protected in relying upon and will shall incur no any liability to anyone any Person in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine that appears on its face and believed by it in good faith to be properly executed and signed by the proper party or parties. The Owner Trustee may accept and rely upon a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method manner of the determination ascertainment of which is not specifically prescribed in this Agreementherein, the Owner Trustee may for all purposes of this Agreement hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons an Officers' Certificate of the relevant party, as to the such fact or matter matter, and the certificate will be such Officers' Certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) . In the exercise or administration of the trusts under this Agreement and in the performance of its duties and obligations under the Transaction DocumentsTrust hereunder, the 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 under agreements entered into with any of them Agents and will not be liable for the conduct or misconduct of the agents or attorneys if the Owner Trustee selects the agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom to be selected and employed by it, and the Owner Trustee selects with reasonable care and employs. The Owner Trustee will shall not be liable for anything it doesdone, suffers suffered or omits to do omitted in good faith by it in accordance with the written advice or opinion of counsel, accountant or other skilled Persons, so long as the Owner Trustee had no actual knowledge that it could not reasonably rely on such advice or opinion or advice of by any counsel, accountants or other such Persons that is not contrary to any Transaction Documentappointed with due care.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, will be protected in relying upon and will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond note or other document or paper believed by it to be genuine that appears on its face and believed by it to be properly executed and signed by the proper party or partiesparties and need not investigate any fact or matter in any such document. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreementherein, the Owner Trustee may for all purposes of this Agreement hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons authorized officers of the relevant party, as to the such fact or matter matter, and the such certificate will be 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 under this Agreement hereunder and in the performance of its duties and obligations under this Agreement or the Transaction Operative Documents, the Owner Trustee Trustee: (i) may act directly or through its agents agents, attorneys, custodians or attorneys under agreements entered into with any of them nominees, and will the Owner Trustee shall not be liable for the conduct or misconduct of the agents such agents, attorneys, custodians or attorneys nominees if such agents, attorneys, custodians or nominees shall have been selected by the Owner Trustee selects the agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects professionals to be selected with reasonable care and employsemployed by it. The Owner Trustee will shall not be liable for anything it doesdone, suffers suffered or omits to do omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is and not contrary to this Agreement or any Transaction Documentof the Operative Documents.

Reliance; Advice of Counsel. (a) The Owner Trustee 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, certificate, report, opinion, bond or other document or paper believed by it to be genuine that appears on its face and believed by it to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party entity as conclusive evidence that the such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method manner of the determination ascertainment of which is not specifically prescribed in this Agreementherein, the Owner Trustee may for all purposes of this Agreement rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons an officer's certificate of the relevant party, as to the such fact or matter matter, and the such officer's certificate will be 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 under this Agreement and in the performance of its duties and obligations under the Transaction DocumentsTrust, the Owner Trustee may, at the expense of the Trust (i) may act execute the trust or any of the powers hereof and perform its powers and duties hereunder directly or through its agents or attorneys under agreements entered into with any of them attorneys, and the Trustee will not be liable for the conduct default or misconduct of the agents any agent or attorneys if the Owner Trustee selects the agents or attorneys with reasonable care attorney appointed by it in good faith; and (ii) may consult with counsel, accountants and other skilled Persons whom persons to be selected and employed by it, and the Owner Trustee selects with reasonable care and employs. The Owner Trustee will not be liable for anything it doesdone, suffers suffered or omits to do omitted in good faith by it in accordance with the written advice or opinion or advice of any such counsel, accountants or other Persons that is not contrary to any Transaction Documentskilled persons.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, will be protected in relying upon and will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine that appears on its face and believed by it to be properly executed and signed by the proper party or partiesparties and need not investigate any fact or matter in any such document. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreementherein, the Owner Trustee may for all purposes of this Agreement rely hereof 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 or other Responsible Persons authorized officers of the relevant party, as to the such fact or matter matter, and the such certificate will be 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 under this Agreement hereunder and in the performance of its duties and obligations under this Agreement or the Transaction Basic Documents, the Owner Trustee Trustee: (i) may act directly or through its agents agents, attorneys, custodians or attorneys under nominees pursuant to agreements entered into with any of them them, and will the Owner Trustee shall not be liable for the conduct or misconduct of the agents such agents, attorneys, custodians or attorneys nominees if such agents, attorneys, custodians or nominees shall have been selected by the Owner Trustee selects the agents or attorneys with reasonable care care; and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects professionals to be selected with reasonable care and employsemployed by it. The Owner Trustee will shall not be liable for anything it doesdone, suffers suffered or omits to do omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is and not contrary to this Agreement or any Transaction Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, will be protected in relying upon and will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it in good faith to be genuine that appears on its face to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method manner of the determination ascertainment of which is not specifically prescribed in this the Trust Agreement, the Owner Trustee may for all purposes of this the Trust Agreement rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons any assistant treasurer or the secretary or any assistant secretary of the relevant party, as to the such fact or matter matter, and the such certificate will be 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 under this Agreement and in the performance of its duties and obligations under the Transaction DocumentsTrust, the Owner Trustee (i) may act directly or or, at the expense of the Trust, through its agents or attorneys under pursuant to agreements entered into with any of them them, and will the Trustee shall not be liable for the conduct action, inaction, default or misconduct of the such agents or attorneys if the Owner Trustee selects the such agents or attorneys shall have been selected by the Trustee in good faith and with reasonable care care, and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects persons to be selected in good faith and with reasonable care and employs. The Owner Trustee will employed by it, and it shall not be liable for anything it doesdone, suffers suffered or omits omitted to do be done in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other Persons that is not contrary to any Transaction Documentskilled persons.

Reliance; Advice of Counsel. (a) The Owner Trustee 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, certificate, report, opinion, bond or other document believed by it to be genuine that appears on its face to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreement, the Owner Trustee may for all purposes of this Agreement rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons of the relevant party, as to the such fact or matter and the such certificate will be 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 under this Agreement and in the performance of its duties and obligations under the Transaction 2014-A Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under pursuant to agreements entered into with any of them and will not be liable for the conduct or misconduct of the such agents or attorneys if the Owner Trustee selects the such agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects with reasonable care and employs. The Owner Trustee will not be liable for anything it does, suffers or omits to do in good faith in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is not contrary to any Transaction 2014-A Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee 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, certificate, report, opinion, bond or other document believed by it to be genuine that appears on its face to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreement, the Owner Trustee may for all purposes of this Agreement rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons of the relevant party, as to the such fact or matter and the such certificate will be 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 under this Agreement and in the performance of its duties and obligations under the Transaction 2012-A Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under pursuant to agreements entered into with any of them and will not be liable for the conduct or misconduct of the such agents or attorneys if the Owner Trustee selects the such agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects with reasonable care and employs. The Owner Trustee will not be liable for anything it does, suffers or omits to do in good faith in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is not contrary to any Transaction 2012-A Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely uponon, will be protected in relying upon on and will incur no liability to anyone in acting upon on any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document believed by it to be genuine that appears on its face to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the resolution has been duly adopted by that body and that the same is in full force and effect. As to For any fact or matter the method of the determination of which is not specifically prescribed in this Agreement, the Owner Trustee may for all purposes of this Agreement rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons of the relevant party, as to about the fact or matter and the certificate will be 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 under this Agreement and in the performance of its duties and obligations under the Transaction 2015-B Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under agreements entered into with any of them and will not be liable for the conduct or misconduct of the those agents or attorneys if the Owner Trustee selects the those agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects with reasonable care and employs. The Owner Trustee will not be liable for anything it does, suffers or omits to do in good faith in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is not contrary to any Transaction 2015-B Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee 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, certificate, report, opinion, bond or other document believed by it to be genuine that appears on its face to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreement, the Owner Trustee may for all purposes of this Agreement rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons of the relevant party, as to the such fact or matter and the such certificate will be 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 under this Agreement and in the performance of its duties and obligations under the Transaction 2013-B Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under pursuant to agreements entered into with any of them and will not be liable for the conduct or misconduct of the such agents or attorneys if the Owner Trustee selects the such agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects with reasonable care and employs. The Owner Trustee will not be liable for anything it does, suffers or omits to do in good faith in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is not contrary to any Transaction 2013-B Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely uponon, will be protected in relying upon on and will incur no liability to anyone in acting upon on any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document believed by it to be genuine that appears on its face to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the resolution has been duly adopted by that body and that the same is in full force and effect. As to For any fact or matter the method of the determination of which is not specifically prescribed in this Agreement, the Owner Trustee may for all purposes of this Agreement rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons of the relevant party, as to about the fact or matter and the certificate will be 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 under this Agreement and in the performance of its duties and obligations under the Transaction 2014-B Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under agreements entered into with any of them and will not be liable for the conduct or misconduct of the those agents or attorneys if the Owner Trustee selects the those agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects with reasonable care and employs. The Owner Trustee will not be liable for anything it does, suffers or omits to do in good faith in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is not contrary to any Transaction 2014-B Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, will be protected in relying upon and will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond bond, or other document or paper (whether in its original or facsimile form) believed by it to be genuine that appears on its face and believed by it to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreementherein, the Owner Trustee may for all purposes of this Agreement hereof rely on a certificate, signed by the its president or any vice president or by the treasurer or other Responsible Persons of the relevant partyAuthorized Officers, as to the such fact or matter matter, and the such certificate will be 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. (ba) In the exercise or administration of the trusts under this Agreement hereunder and in the performance of its duties and obligations under this Agreement or the Transaction Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under pursuant to agreements entered into with any of them it, and will the Owner Trustee shall not be liable for the conduct or misconduct of the such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee selects the agents or attorneys with reasonable care care, and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects to be selected with reasonable care and employsemployed by it. The Owner Trustee will shall not be liable for anything it doesdone, suffers suffered or omits to do omitted in good faith 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 that is and not to its knowledge contrary to this Agreement or any Transaction Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee 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, certificate, report, opinion, bond or other document believed by it to be genuine that appears on its face to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreement, the Owner Trustee may for all purposes of this Agreement rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons Officers of the relevant party, as to the such fact or matter and the such certificate will be 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 under this Agreement and in the performance of its duties and obligations under the Transaction 2011-A Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under pursuant to agreements entered into with any of them and will not be liable for the conduct or misconduct of the such agents or attorneys if the Owner Trustee selects the such agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects with reasonable care and employs. The Owner Trustee will not be liable for anything it does, suffers or omits to do in good faith in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is not contrary to any Transaction 2011-A Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, will be protected in relying upon and will the Delaware Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine that appears on its face and believed by it to be properly executed and signed by the proper party or parties. The Owner Trustee and the 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 the 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 in this Agreementherein, the Owner Trustee and the Delaware Trustee may for all purposes of this Agreement hereof rely on a certificate, signed by the president or any vice president or by the treasurer or any other Responsible Persons authorized officer of the relevant party, as to the such fact or matter and the such certificate will be 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. (b) In the exercise or administration of the trusts under this Agreement hereunder and in the performance of its their duties and obligations under this Agreement or the other Transaction Documents, the Owner Trustee and the Delaware Trustee, as applicable, (i) may act directly or through its agents or attorneys under pursuant to agreements entered into with by any of them them, and will the Owner Trustee and the Delaware Trustee shall not be liable for the conduct or misconduct of the such agents or attorneys if as shall have been selected by the Owner Trustee selects and the agents or attorneys Delaware Trustee, respectively, with reasonable care care, and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects persons to be selected with reasonable care and employsemployed by it. The Owner Trustee will and the Delaware Trustee shall not be liable for anything it doesdone, suffers suffered or omits to do omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other Persons such persons, provided that is such actions do not contrary to any violate the express terms of the Transaction DocumentDocuments.

Reliance; Advice of Counsel. (a) The Owner Trustee 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, certificate, report, opinion, bond or other document believed by it to be genuine that appears on its face to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreement, the Owner Trustee may for all purposes of this Agreement rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons Officers of the relevant party, as to the such fact or matter and the such certificate will be 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 under this Agreement and in the performance of its duties and obligations under the Transaction 2011-B Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under pursuant to agreements entered into with any of them and will not be liable for the conduct or misconduct of the such agents or attorneys if the Owner Trustee selects the such agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects with reasonable care and employs. The Owner Trustee will not be liable for anything it does, suffers or omits to do in good faith in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is not contrary to any Transaction 2011-B Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee 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, certificate, report, opinion, bond or other document believed by it to be genuine that appears on its face to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreement, the Owner Trustee may for all purposes of this Agreement rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons of the relevant party, as to the such fact or matter and the such certificate will be 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 under this Agreement and in the performance of its duties and obligations under the Transaction 2013-A Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under pursuant to agreements entered into with any of them and will not be liable for the conduct or misconduct of the such agents or attorneys if the Owner Trustee selects the such agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects with reasonable care and employs. The Owner Trustee will not be liable for anything it does, suffers or omits to do in good faith in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is not contrary to any Transaction 2013-A Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, will be protected (either in relying upon and will its individual capacity or as Owner Trustee) shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond bond, or other document or paper believed by it to be genuine that appears on its face and believed by it to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreementherein, the Owner Trustee may for all purposes of this Agreement hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons authorized officers of the relevant party, as to the such fact or matter matter, and the such certificate will be 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 under this Agreement hereunder and in the performance of its duties and obligations under this Agreement or the Transaction Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under pursuant to agreements entered into with any of them them, and will the Owner Trustee shall not be liable for the conduct or misconduct of the such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee selects the agents or attorneys with reasonable care care, and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects to be selected with reasonable care and employsemployed by it. The Owner Trustee will shall not be liable for anything it doesdone, suffers suffered or omits to do omitted reasonably and in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other Persons that is not contrary to any Transaction Documentsuch Persons.

Reliance; Advice of Counsel. (a) The Owner Trustee 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, certificate, report, opinion, bond or other document believed by it to be genuine that appears on its face to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreement, the Owner Trustee may for all purposes of this Agreement rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons of the relevant party, as to the such fact or matter and the such certificate will be 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 under this Agreement and in the performance of its duties and obligations under the Transaction 2012-B Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under pursuant to agreements entered into with any of them and will not be liable for the conduct or misconduct of the such agents or attorneys if the Owner Trustee selects the such agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects with reasonable care and employs. The Owner Trustee will not be liable for anything it does, suffers or omits to do in good faith in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is not contrary to any Transaction 2012-B Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee 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, certificate, report, opinion, bond or other document or paper believed by it to be genuine that appears on its face and believed by it to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party entity as conclusive evidence that the such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method manner of the determination ascertainment of which is not specifically prescribed in this Agreementherein, the Owner Trustee may for all purposes of this Agreement rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons an officer’s certificate of the relevant party, as to the such fact or matter matter, and the such officer’s certificate will be 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 under this Agreement and in the performance of its duties and obligations under the Transaction DocumentsTrust, the Owner Trustee may, at the expense of the Trust (i) may act execute the trust or any of the powers hereof and perform its powers and duties hereunder directly or through its agents or attorneys under agreements entered into with any of them attorneys, and the Trustee will not be liable for the conduct default or misconduct of the agents any agent or attorneys if the Owner Trustee selects the agents or attorneys with reasonable care attorney appointed by it in good faith; and (ii) may consult with counsel, accountants and other skilled Persons whom persons to be selected and employed by it, and the Owner Trustee selects with reasonable care and employs. The Owner Trustee will not be liable for anything it doesdone, suffers suffered or omits to do omitted in good faith by it in accordance with the written advice or opinion or advice of any such counsel, accountants or other Persons that is not contrary to any Transaction Documentskilled persons.

Reliance; Advice of Counsel. (a) The Owner Trustee 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, certificate, report, opinion, bond or other document believed by it to be genuine that appears on its face to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreement, the Owner Trustee may for all purposes of this Agreement rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons Officers of the relevant party, as to the such fact or matter and the such certificate will be 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 under this Agreement and in the performance of its duties and obligations under the Transaction Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under pursuant to agreements entered into with any of them and will not be liable for the conduct or misconduct of the such agents or attorneys if the Owner Trustee selects the such agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects with reasonable care and employs. The Owner Trustee will not be liable for anything it does, suffers or omits to do in good faith in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is not contrary to any Transaction DocumentBasic Docu­ment.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely uponon, will be protected in relying upon on and will incur no liability to anyone in acting upon on any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document believed by it to be genuine that appears on its face to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the resolution has been duly adopted by that body and that the same is in full force and effect. As to For any fact or matter the method of the determination of which is not specifically prescribed in this Agreement, the Owner Trustee may for all purposes of this Agreement rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons of the relevant party, as to about the fact or matter and the certificate will be 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 under this Agreement and in the performance of its duties and obligations under the Transaction 2015-A Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under agreements entered into with any of them and will not be liable for the conduct or misconduct of the those agents or attorneys if the Owner Trustee selects the those agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects with reasonable care and employs. The Owner Trustee will not be liable for anything it does, suffers or omits to do in good faith in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is not contrary to any Transaction 2015-A Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, will shall be protected in relying upon and will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine that appears on its face and believed by it to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreementherein, the Owner Trustee may for all purposes of this Agreement hereof rely on a certificate, signed by the president or any vice president Vice President or by the treasurer or other Responsible Persons authorized officers of the relevant party, as to the such fact or matter matter, and the such certificate will be 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 under this Agreement hereunder and in the performance of its duties and obligations under this Agreement and the Transaction other Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under pursuant to agreements entered into with any of them them, and will the Owner Trustee shall not be liable for the conduct or misconduct of the such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee selects the agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects persons to be selected with reasonable care and employsemployed by it. The Owner Trustee will shall not be liable for anything it doesdone, suffers suffered or omits to do omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other Persons that is such persons and not contrary to this Agreement or any Transaction other Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, will be protected in relying upon and will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond bond, or other document or paper (whether in its original or facsimile form) believed by it to be genuine that appears on its face and believed by it to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreementherein, the Owner Trustee may for all purposes of this Agreement hereof rely on a certificate, signed by the its president or any vice president or by the treasurer or other Responsible Persons of the relevant partyAuthorized Officers, as to the such fact or matter matter, and the such certificate will be 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 under this Agreement hereunder and in the performance of its duties and obligations under this Agreement or the Transaction Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under pursuant to agreements entered into with any of them it, and will the Owner Trustee shall not be liable for the conduct or misconduct of the such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee selects the agents or attorneys with reasonable care care, and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects to be selected with reasonable care and employsemployed by it. The Owner Trustee will shall not be liable for anything it doesdone, suffers suffered or omits to do omitted in good faith 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 that is and not to its knowledge contrary to this Agreement or any Transaction Document.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, will shall be protected in relying upon and will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine that appears on its face and believed by it to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreementherein, the Owner Trustee may for all purposes of this Agreement hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons authorized officers of the relevant party, as to the such fact or matter matter, and the such certificate will be 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 under this Agreement hereunder and in the performance of its duties and obligations under this Agreement and the Transaction other Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under pursuant to agreements entered into with any of them them, and will the Owner Trustee shall not be liable for the conduct or misconduct of the such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee selects the agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects persons to be selected with reasonable care and employsemployed by it. The Owner Trustee will shall not be liable for anything it doesdone, suffers suffered or omits to do omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other Persons that is such persons and not contrary to this Agreement or any Transaction other Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, will be protected in relying upon and will shall not incur no any liability to anyone any Person in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it in good faith to be genuine that appears on its face and believed by it in good faith to be properly executed and signed by the proper party or parties. The Owner Trustee may accept and rely upon a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method manner of the determination ascertainment of which is not specifically prescribed in this Agreementherein, the Owner Trustee may for all purposes of this Agreement hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons an Officer's Certificate of the relevant party, as to the such fact or matter matter, and the such certificate will be 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 under this Agreement and in the performance of its duties and obligations under the Transaction Documentshereunder, the 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 under agreements entered into with any of them and will not be liable for the conduct or misconduct of the agents or attorneys if the Owner Trustee selects the agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom to be selected and employed by it, and the Owner Trustee selects with reasonable care and employs. The Owner Trustee will shall not be liable for anything it doesdone, suffers suffered or omits to do omitted in good faith by it in accordance with the written advice or opinion or advice of any such counsel, accountants or other skilled Persons that is selected by it in good faith and not contrary to any Transaction Documentthis Trust Agreement.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, will be protected in relying upon and will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine that appears on its face and believed by it to be properly executed and signed by the proper party or partiesparties and need not investigate any fact or matter in any such document. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreementherein, the Owner Trustee may for all purposes of this Agreement hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons authorized officers of the relevant party, as to the such fact or matter matter, and the such certificate will be 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 under this Agreement hereunder and in the performance of its duties and obligations under this Agreement or the Transaction other Basic Documents, the Owner Trustee (i) may act directly or through its agents agents, attorneys, custodians or attorneys under nominees [(including [ ] who will perform administrative duties on behalf of [ ] as Owner Trustee)] pursuant to agreements entered into with any of them them, and will the Owner Trustee shall not be liable for the conduct or misconduct of the agents such agents, attorneys, custodians or attorneys nominees if such agents, attorneys, custodians or nominees shall have been selected by the Owner Trustee selects the agents or attorneys with reasonable care care; and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects professionals to be selected with reasonable care and employsemployed by it. The Owner Trustee will shall not be liable for anything it doesdone, suffers suffered or omits to do omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is and not contrary to this Agreement or any Transaction other Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee 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, certificate, report, opinion, bond or other document believed by it to be genuine that appears on its face to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreement, the Owner Trustee may for all purposes of this Agreement rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons Officers of the relevant party, as to the such fact or matter and the such certificate will be 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 under this Agreement and in the performance of its duties and obligations under the Transaction 20_-_ Basic Documents, the Owner Trustee Trustee (i) may act directly or through its agents or attorneys under pursuant to agreements entered into with any of them and will not be liable for the conduct or misconduct of the such agents or attorneys if the Owner Trustee selects the such agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects with reasonable care and employs. The Owner Trustee will not be liable for anything it does, suffers or omits to do in good faith in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is not contrary to any Transaction 20_-_ Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, will be protected in relying upon and will shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond note or other document or paper believed by it to be genuine that appears on its face and believed by it to be properly executed and signed by the proper party or partiesparties and need not investigate any fact or matter in any such document. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreementherein, the Owner Trustee may for all purposes of this Agreement hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons authorized officers of the relevant party, as to the such fact or matter matter, and the such certificate will be 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 under this Agreement hereunder and in the performance of its duties and obligations under this Agreement or the Transaction Operative Documents, the Owner Trustee Trustee: (i) may act directly or through its agents agents, attorneys, custodians or attorneys under agreements entered into with any of them nominees, and will the Owner Trustee shall not be liable for the conduct or misconduct of the agents such agents, attorneys, custodians or attorneys nominees if such agents, attorneys, custodians or nominees shall have been selected by the Owner Trustee selects the agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects professionals to be selected with reasonable care and employsemployed by it. The Owner Trustee will shall not be liable for anything it doesdone, suffers suffered or omits to do omitted in good faith by it in accordance with the written opinion or advice of any counsel, accountants or other Persons that is not contrary to any Transaction Document.accordance

Reliance; Advice of Counsel. (a) The Owner Neither the Trustee may rely upon, will be protected in relying upon and will nor the Trust --------------------------- Company shall incur no any liability to anyone any Person in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it in good faith to be genuine that appears on its face to be properly executed and signed by the proper party or parties. The Owner Trust Company and the Trustee may accept and rely upon a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method manner of the determination ascertainment of which is not specifically prescribed in this Agreementherein, the Owner Trust Company and the Trustee may for all purposes of this Agreement hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons an Officer's Certificate of the relevant party, as to the such fact or matter matter, and the such certificate will be shall constitute full protection to the Owner Trust Company and the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) . In the exercise or administration of the trusts under this Agreement and in the performance of its duties and obligations under the Transaction DocumentsTrust, the 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 under agreements entered into with any of them and will not be liable for the conduct or misconduct of the agents or attorneys if the Owner Trustee selects the agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom to be selected and employed by it, and neither the Owner Trust Company nor the Trustee selects with reasonable care and employs. The Owner Trustee will not shall be liable for anything it doesdone, suffers suffered or omits to do omitted in good faith by it in accordance with the written advice or opinion or advice of any such counsel, accountants or other Persons that is not contrary to any Transaction Documentskilled Persons.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely uponon, will be protected in relying upon on and will incur no liability to anyone in acting upon on any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document believed by it to be genuine that appears on its face to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the resolution has been duly adopted by that body and that the same is in full force and effect. As to For any fact or matter the method of the determination of which is not specifically prescribed in this Agreement, the Owner Trustee may for all purposes of this Agreement rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons of the relevant party, as to about the fact or matter and the certificate will be 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 under this Agreement and in the performance of its duties and obligations under the Transaction 20__-_ Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under agreements entered into with any of them and will not be liable for the conduct or misconduct of the those agents or attorneys if the Owner Trustee selects the those agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects with reasonable care and employs. The Owner Trustee will not be liable for anything it does, suffers or omits to do in good faith in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is not contrary to any Transaction 20__-_ Basic Document.

Reliance; Advice of Counsel. (a) The Owner Trustee 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, certificate, report, opinion, bond or other document believed by it to be genuine that appears on its face to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreement, the Owner Trustee may for all purposes of this Agreement rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons Officers of the relevant party, as to the such fact or matter and the such certificate will be 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 under this Agreement and in the performance of its duties and obligations under the Transaction Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under pursuant to agreements entered into with any of them and will not be liable for the conduct or misconduct of the such agents or attorneys if the Owner Trustee selects the such agents or attorneys with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects with reasonable care and employs. The Owner Trustee will not be liable for anything it does, suffers or omits to do in good faith in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is not contrary to any Transaction DocumentBasic Docu-ment.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, will be protected in relying upon and will shall not incur no any liability to anyone any Person in acting in reliance upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine that appears on its face and reasonably believed by it to be properly executed and signed by the proper party or parties. The Owner Trustee may accept and rely upon a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method manner of the determination ascertainment of which is not specifically prescribed in this Agreementherein, the Owner Trustee may may, for all purposes of this Agreement hereof, rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons an Officer’s Certificate of the relevant party, party as to the such fact or matter matter, and the such certificate will be shall constitute full protection to the Owner Trustee for any action taken or omitted to be refrained from being taken by it in good faith in reliance thereon. (b) . In the exercise or administration of the trusts under this Agreement and in the performance of its duties and obligations under the Transaction Documentstrust hereunder, the 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 under agreements entered into with any of them and will not be liable for may, at the conduct or misconduct expense of the agents or attorneys if the Owner Trustee selects the agents or attorneys with reasonable care and (ii) may Trust Estate, consult with counsel, accountants and other skilled Persons whom to be selected and employed by it, and the Owner Trustee selects with reasonable care and employs. The Owner Trustee will shall not be liable for anything it doesdone, suffers suffered or omits to do omitted in good faith by it in accordance with the written advice or opinion or advice of any such counsel, accountants or other skilled Persons that is and the Trustee shall not contrary to be liable for the negligence of any Transaction Documentsuch counsel, accountant or other skilled person appointed by it with due care hereunder.

Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, will be protected in relying upon and will shall not incur no liability to anyone in acting upon any signature, instrument, instrument notice, resolution, request, consent, consent order, certificate, report, opinion, bond or other document or paper (whether in its original or facsimile form) believed by it to be genuine that appears on its face and believed by it to be properly executed and signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that the 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 in this Agreementherein, the Owner Trustee may for all purposes of this Agreement hereof conclusively rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons authorized officers of the relevant party, as to the such fact or matter and the such certificate will be 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 under this Agreement hereunder and in the performance of its duties and obligations under this Agreement or the Transaction other Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys under pursuant to agreements entered into with any of them them, and will the Owner Trustee shall not be liable for the conduct or misconduct of the such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee selects the agents or attorneys with reasonable care care, and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects persons to be selected with reasonable care and employsemployed by it at the sole expense of the Depositor. The Owner Trustee will shall not be liable for anything it doesdone, suffers suffered or omits to do omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other Persons that is not contrary to any Transaction Documentsuch persons.