Common use of RELIANCE BY COLLATERAL AGENT; ETC Clause in Contracts

RELIANCE BY COLLATERAL AGENT; ETC. (a) Whenever in the administration of the Pledged Assets under this Agreement the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank shall deem it necessary or desirable that a matter be proved or established with respect to any or all of the Secured Parties in connection with the taking, suffering or omission of any action hereunder by the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank, such matter (unless other evidence in respect thereof is specifically prescribed under this Agreement) may be deemed to be conclusively provided or established by Officer's Certificate of all of the Secured Parties (or, after the occurrence of an Early Amortization Event (other than a Facility Insurer Early Amortization Event), of the Facility Insurer), in each case, delivered to such Person. Without in any way limiting the foregoing, all certificates, notices or directions required to be delivered by any of the Secured Parties to the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank pursuant to the terms hereof shall in all cases be signed by a duly authorized officer of such Person. (b) The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may consult with counsel, accountants and other experts, and any opinion or advice of any such counsel, any such accountant, and any such other expert shall be full and complete authorization and protection in respect of any action taken or suffered by such Person hereunder in accordance therewith. The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank shall have the right at any time to seek instructions concerning the administration of the Pledged Assets from any court of competent jurisdiction. (c) The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reasonable reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its negligence or willful misconduct, the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to such Person and conforming to the requirements of this Agreement or any other Transaction Document.

RELIANCE BY COLLATERAL AGENT; ETC. (a) Whenever in the administration performance of the Pledged Assets its duties under this Agreement the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank shall deem it necessary or desirable that a matter be proved or established with respect to any or all of the Secured Parties Person in connection with the taking, suffering or omission omitting of any action hereunder by the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account BankAgent, such matter (unless other evidence in respect thereof is specifically prescribed under this Agreement) may be conclusively deemed to be conclusively provided proved or established by Officer's Certificate of all of the Secured Parties (or, after the occurrence of a certificate executed by an Early Amortization Event (other than a Facility Insurer Early Amortization Event), of the Facility Insurer), in each case, delivered to such Person. Without in any way limiting the foregoing, all certificates, notices or directions required to be delivered by any of the Secured Parties to the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank pursuant to the terms hereof shall in all cases be signed by a duly authorized officer of such Person, and the Collateral Agent shall have no liability with respect to any action taken, suffered or omitted in reliance thereon. (b) The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may consult with counsel, accountants counsel and other experts, and any opinion or advice of any such counsel, any such accountant, and any such other expert shall be full and complete authorization and protection fully protected in respect of taking any action taken or suffered by such Person hereunder in accordance therewithwith any advice of such counsel. The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank shall have the right but not the obligation at any time to seek instructions concerning the administration of this Agreement, the Pledged Assets duties created hereunder, or any of the Collateral from any court of competent jurisdiction. (c) The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may rely, and shall be fully protected in acting, relying upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper or document which it has no reasonable reason to believe in good faith believes to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates certificate or opinions furnished to such Person the Collateral Agent in connection with this Agreement. (d) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Actionable Default unless and conforming to until the requirements of this Agreement or any other Transaction Document.Collateral Agent shall have received a

RELIANCE BY COLLATERAL AGENT; ETC. (a) Whenever in the administration performance of the Pledged Assets its duties under this Agreement the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank shall deem it necessary or desirable that a matter be proved or established with respect to any or all of the Secured Parties Person in connection with the taking, suffering or omission omitting of any action hereunder by the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account BankAgent, such matter (unless other evidence in respect thereof is specifically prescribed under this Agreement) may be conclusively deemed to be conclusively provided proved or established by Officer's Certificate of all of the Secured Parties (or, after the occurrence of a certificate executed by an Early Amortization Event (other than a Facility Insurer Early Amortization Event), of the Facility Insurer), in each case, delivered to such Person. Without in any way limiting the foregoing, all certificates, notices or directions required to be delivered by any of the Secured Parties to the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank pursuant to the terms hereof shall in all cases be signed by a duly authorized officer of such Person, and the Collateral Agent shall have no liability with respect to any action taken, suffered or omitted in reliance in good faith thereon. (b) The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may consult with counsel, accountants counsel and other experts, and shall be fully protected in taking any opinion or action hereunder in good faith in accordance with any advice of any such counsel, any such accountant, and any such other expert shall be full and complete authorization and protection in respect of any action taken or suffered by such Person hereunder in accordance therewith. The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank shall have the right but not the obligation at any time to seek instructions concerning the administration of this Agreement, the Pledged Assets duties created hereunder, or any of the Collateral from any court of competent jurisdiction. (c) The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may rely, and shall be fully protected in acting, relying in good faith upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper or document which it has no reasonable reason to believe believes to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may conclusively relyrely in good faith, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates certificate or opinions furnished to the Collateral Agent in connection with this Agreement. (d) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default or Actionable Default unless and until a Responsible Officer of the Collateral Agent shall have received a Notice of Actionable Default or notice of such Person Event of Default. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such a Notice of Actionable Default to inquire whether an Actionable Default has, in fact, occurred and conforming shall be entitled to rely in good faith conclusively, and shall be fully protected in so relying, on any certificate so furnished to it and shall have no obligation, absent written instructions from the Requisite Parties or Special Requisite Parties, as the case may be, to take or omit to take any action with respect to such Notice of Actionable Default. (e) To the extent the Collateral Agent is required (pursuant to Section 4, Section 11, Section 12, Section 13, or otherwise) to determine any amount, or take any action to distribute any amount, of any Secured Obligation or other payments hereunder, it shall have no obligation to do so unless such amount shall have been certified in writing by the Requisite Parties or the Special Requisite Parties, as the case may be, as being the amount in question. Each of the other parties hereto agrees to certify such amounts upon request of the Collateral Agent. If any dispute or disagreement shall arise as to the requirements allocation of this Agreement any sum of money received by the Collateral Agent hereunder or under any other Transaction Security Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader.

RELIANCE BY COLLATERAL AGENT; ETC. (a) Whenever in the administration performance of the Pledged Assets its duties under this Agreement the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank shall deem it necessary or desirable that a matter be proved or established with respect to any or all of the Secured Parties Person in connection with the taking, suffering or omission omitting of any action hereunder by the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account BankAgent, such matter (unless other evidence in respect thereof is specifically prescribed under this Agreement) may be conclusively deemed to be conclusively provided proved or established by Officer's Certificate of all of the Secured Parties (or, after the occurrence of a certificate executed by an Early Amortization Event (other than a Facility Insurer Early Amortization Event), of the Facility Insurer), in each case, delivered to such Person. Without in any way limiting the foregoing, all certificates, notices or directions required to be delivered by any of the Secured Parties to the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank pursuant to the terms hereof shall in all cases be signed by a duly authorized officer of such Person, and the Collateral Agent shall have no liability with respect to any action taken, suffered or omitted in reliance in good faith thereon. (b) The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may consult with counsel, accountants counsel and other experts, and shall be fully protected in taking any opinion or action hereunder in good faith in accordance with any advice of any such counsel, any such accountant, and any such other expert shall be full and complete authorization and protection in respect of any action taken or suffered by such Person hereunder in accordance therewith. The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank shall have the right but not the obligation at any time to seek instructions concerning the administration of this Agreement, the Pledged Assets duties created hereunder, or any of the Collateral from any court of competent jurisdiction. (c) The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may rely, and shall be fully protected in acting, relying in good faith upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper or document which it has no reasonable reason to believe believes to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may conclusively relyrely in good faith, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates certificate or opinions furnished to the Collateral Agent in connection with this Agreement. (d) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default or Actionable Default unless and until a Responsible Officer of the Collateral Agent shall have received a Notice of Actionable Default or notice of such Person Event of Default. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such a Notice of Actionable Default to inquire whether an Actionable Default has, in fact, occurred and conforming shall be entitled to rely in good faith conclusively, and shall be fully protected in so relying, on any certificate so furnished to it and shall have no obligation, absent written instructions from the Requisite Parties, to take or omit to take any action with respect to such Notice of Actionable Default. (e) To the extent the Collateral Agent is required (pursuant to (S)4 or otherwise) to determine any amount of, or take any action to distribute any amount in respect of, any Secured Obligation hereunder, it shall have no obligation to do so unless such amount shall have been certified in writing by the holder of such Secured Obligations as being the amount in question. Each of the other parties hereto agrees to certify such amounts upon request of the Collateral Agent. If any dispute or disagreement shall arise as to the requirements allocation of this Agreement any sum of money received by the Collateral Agent hereunder or under any other Transaction Security Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (f) The Collateral Agent shall assume for all purposes hereunder that the Lien of the Indenture remains outstanding unless and until the Collateral Agent receives notice from the Indenture Trustee that the Lien of the Indenture is no longer outstanding.

RELIANCE BY COLLATERAL AGENT; ETC. (a) Whenever in the administration performance of the Pledged Assets its duties under this Agreement the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank shall deem it necessary or desirable that a matter be proved or established with respect to any or all of the Secured Parties Person in connection with the taking, suffering or omission omitting of any action hereunder by the Backup ServicerCollateral Agent, the Trusteesuch matter may be conclusively deemed to be proved or established by a certificate executed by an officer of 11 -11- such Person, and absent gross negligence or willful misconduct, the Collateral Agent shall have no liability with respect to any action taken, suffered or the Collection Account Bank, such matter (unless other evidence omitted in respect thereof is specifically prescribed under this Agreement) may be deemed to be conclusively provided or established by Officer's Certificate of all of the Secured Parties (or, after the occurrence of an Early Amortization Event (other than a Facility Insurer Early Amortization Event), of the Facility Insurer), in each case, delivered to such Person. Without in any way limiting the foregoing, all certificates, notices or directions required to be delivered by any of the Secured Parties to the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank pursuant to the terms hereof shall in all cases be signed by a duly authorized officer of such Personreliance thereon. (b) The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may consult with counsel, accountants counsel and other experts, and any opinion or advice of any such counsel, any such accountant, and any such other expert shall be full and complete authorization and protection fully protected in respect of taking any action taken or suffered by such Person hereunder in accordance therewithwith any advice of such counsel. The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank shall have the right but not the obligation at any time to seek instructions concerning the administration of this Agreement, the Pledged Assets duties created hereunder, or any of the Collateral from any court of competent jurisdiction. (c) The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may rely, and shall be fully protected in acting, relying upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper or document which it has no reasonable reason to believe believes to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates certificate or opinions furnished to such Person the Collateral Agent in connection with this Agreement. (d) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Actionable Default unless and conforming to until the requirements of this Agreement or any other Transaction Document.Collateral Agent shall have received a

RELIANCE BY COLLATERAL AGENT; ETC. (a) Whenever in the administration The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the Pledged Assets under occurrence of any Actionable Default unless and until the Collateral Agent shall have received a Notice of Actionable Default or with respect to any other matter pertinent to this Agreement or any Security Document unless and except to the Backup Servicerextent it has received written notice thereof or has actual knowledge thereof. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such a Notice of Actionable Default to inquire whether an Actionable Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any certificate furnished to it by the TrusteeDemand Noteholders and shall have no obligation, absent written instructions from the Demand Noteholders, to take or omit to take any action with respect to such Notice of Actionable Default. The Collateral Agent may rely upon and shall be protected in acting or refraining from acting upon any notice, instruction, certificate, report, correspondence, direction, instrument, statement, request or other document furnished to it hereunder or pursuant to any Security Document and reasonably believed by it to be genuine and, if applicable, to have been signed or presented by the proper person, and shall have no responsibility or duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the Person signing or presenting the same. With respect to any matter arising hereunder or under any of the Security Documents, the Collateral Agent or the Collection Account Bank shall deem it necessary or desirable that a matter be proved or established with respect to any or all of the Secured Parties in connection with the taking, suffering or omission of any action hereunder by the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank, such matter (unless other evidence in respect thereof is specifically prescribed under this Agreement) may be deemed to be conclusively provided or established by Officer's Certificate of all of the Secured Parties (or, after the occurrence of an Early Amortization Event (other than a Facility Insurer Early Amortization Event), of the Facility Insurer), in each case, delivered to such Person. Without in any way limiting the foregoing, all certificates, notices or directions required to be delivered by any of the Secured Parties to the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank pursuant to the terms hereof shall in all cases be signed by a duly authorized officer of such Person. (b) The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may consult with counsel satisfactory to it, including in-house counsel, accountants and other experts, and any the opinion or advice of such counsel in any such counsel, any such accountant, and any such other expert instance shall be full and complete authorization and protection in respect of any action taken taken, suffered or suffered omitted by such Person hereunder it in good faith and in accordance therewithwith such opinion or advice. The Backup Servicer, the Trustee, Any permissive right or power granted to the Collateral Agent hereunder or the Collection Account Bank under any Security Document shall have the right at any time to seek instructions concerning the administration of the Pledged Assets from any court of competent jurisdiction. (c) The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may rely, and shall not be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reasonable reason to believe construed to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its negligence or willful misconduct, the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to such Person and conforming to the requirements of this Agreement or any other Transaction Documenta duty.

RELIANCE BY COLLATERAL AGENT; ETC. (a) Whenever in the administration The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the Pledged Assets under occurrence of any Actionable Default unless and until the Collateral Agent shall have received a Notice of Actionable Default or with respect to any other matter pertinent to this Agreement or any Security Document unless and except to the Backup Servicerextent it has received written notice thereof or has actual knowledge thereof. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such a Notice of Actionable Default to inquire whether an Actionable Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any certificate furnished to it by the TrusteeDemand Holders and shall have no obligation, absent written instructions from the Demand Holders, to take or omit to take any action with respect to such Notice of Actionable Default. The Collateral Agent may rely upon and shall be protected in acting or refraining from acting upon any notice, instruction, certificate, report, correspondence, direction, instrument, statement, request or other document furnished to it hereunder or pursuant to any Security Document and reasonably believed by it to be genuine and, if applicable, to have been signed or presented by the proper person, and shall have no responsibility or duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the Person signing or presenting the same. With respect to any matter arising hereunder or under any of the Security Documents, the Collateral Agent or the Collection Account Bank shall deem it necessary or desirable that a matter be proved or established with respect to any or all of the Secured Parties in connection with the taking, suffering or omission of any action hereunder by the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank, such matter (unless other evidence in respect thereof is specifically prescribed under this Agreement) may be deemed to be conclusively provided or established by Officer's Certificate of all of the Secured Parties (or, after the occurrence of an Early Amortization Event (other than a Facility Insurer Early Amortization Event), of the Facility Insurer), in each case, delivered to such Person. Without in any way limiting the foregoing, all certificates, notices or directions required to be delivered by any of the Secured Parties to the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank pursuant to the terms hereof shall in all cases be signed by a duly authorized officer of such Person. (b) The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may consult with counsel satisfactory to it, including in-house counsel, accountants and other experts, and any the opinion or advice of such counsel in any such counsel, any such accountant, and any such other expert instance shall be full and complete authorization and protection in respect of any action taken taken, suffered or suffered omitted by such Person hereunder it in good faith and in accordance therewithwith such opinion or advice. Any permissive right or power granted to the Collateral Agent hereunder or under any Security Document shall not be construed to be a duty. In no event shall the Collateral Agent be liable for indirect, punitive, special or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the Collateral Agent has been informed of the likelihood of such loss or damage and regardless of the form of action. The Backup Servicerterms of this Agreement are in addition to (and shall not be construed to be exclusive of or to limit) all rights, the Trusteeprotections, immunites and indemnities in favor of the Collateral Agent or to which it is entitled under the Collection Account Bank shall have the right at any time to seek instructions concerning the administration terms of the Pledged Assets from any court of competent jurisdictionExchange Agreements. (c) The Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reasonable reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its negligence or willful misconduct, the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to such Person and conforming to the requirements of this Agreement or any other Transaction Document.

RELIANCE BY COLLATERAL AGENT; ETC. (a) Whenever in the administration performance of the Pledged Assets its duties under this Agreement the Backup Servicer, the Trustee, the either Collateral Agent or the Collection Account Bank shall deem it necessary or desirable that a matter be proved or established with respect to any or all of the Secured Parties Person in connection with the taking, suffering or omission omitting of any action hereunder by the Backup Servicer, the Trustee, the such Collateral Agent or the Collection Account BankAgent, such matter (unless other evidence in respect thereof is specifically prescribed under this Agreement) may be conclusively deemed to be conclusively provided proved or established by Officer's Certificate of all of the Secured Parties (or, after the occurrence of a certificate executed by an Early Amortization Event (other than a Facility Insurer Early Amortization Event), of the Facility Insurer), in each case, delivered to such Person. Without in any way limiting the foregoing, all certificates, notices or directions required to be delivered by any of the Secured Parties to the Backup Servicer, the Trustee, the Collateral Agent or the Collection Account Bank pursuant to the terms hereof shall in all cases be signed by a duly authorized officer of such Person, and absent gross negligence or willful misconduct, such Collateral Agent shall have no liability with respect to any action taken, suffered or omitted in reliance thereon. (b) The Backup Servicer, the Trustee, the Each Collateral Agent or the Collection Account Bank may consult with counsel, accountants counsel and other experts, and any opinion or advice of any such counsel, any such accountant, and any such other expert shall be full and complete authorization and protection fully protected in respect of taking any action taken or suffered by such Person hereunder in accordance therewithwith any advice of such counsel. The Backup Servicer, the Trustee, the Each Collateral Agent or the Collection Account Bank shall have the right but not the obligation at any time to seek instructions concerning the administration of this Agreement, the Pledged Assets duties created hereunder, or any of the Lender Collateral from any court of competent jurisdiction. (c) The Backup Servicer, the Trustee, the Each Collateral Agent or the Collection Account Bank may rely, and shall be fully protected in acting, relying upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper or document which it has no reasonable reason to believe reasonably believes to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Backup Servicer, the Trustee, the each Collateral Agent or the Collection Account Bank may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to such Person Collateral Agent in connection with this Agreement. (d) Neither Collateral Agent shall be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Trigger Event unless and conforming until such Collateral Agent shall have received a Notice of Trigger Event. Neither Collateral Agent shall have any obligation whatsoever either prior to or after receiving such a Notice of Trigger Event to inquire whether a Trigger Event has, in fact, occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any certificate so furnished to it and shall have no obligation, absent written instructions from the requirements Requisite Party, to take or omit to take any action with respect to such Notice of this Agreement or any other Transaction DocumentTrigger Event.