Reliance; Limitation of Duties. Except as otherwise provided in Section 10.1:
(a) Unless a Guarantor Event of Default has occurred and has not been cured, the Trustee is entitled to rely on any direction rendered to it by any of the Issuer, Master Servicer (unless there is then an existing Servicing Event of Default that has not been cured) or Guarantor in exercising its rights pursuant to the terms of the Trust Documents without inquiry as to the propriety or validity of the direction, and will be protected in acting on such direction;
(b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of the Trust Documents, will examine them to determine whether they appear to conform prima facie to the requirements of the Trust Documents. If any such instrument is found not to conform prima facie to the requirements of the Trust Documents in any material respect, the Trustee will take whatever action it deems appropriate to have the instrument corrected in all material respects to the Trustee’s satisfaction. Unless the Trustee has actual knowledge to the contrary, the Trustee will be entitled to rely, without further inquiry, on the apparent authority of the signer of any document, and upon the representation of the Person submitting documents to it (including the Issuer, the Master Servicer, the Guarantor, any Seller, any Direct Servicer, any Subservicer, any Custodian and any attorney or accounting professional or other adviser (including an attorney, accounting professional or adviser employed by the Issuer, Master Servicer, Guarantor or Trustee)) that the document is genuine, which representation will be deemed given by the process of submitting the documents to the Trustee in the ordinary course of business. If the Trustee is acting in good faith, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions or advice expressed in any certificates or opinions that are furnished to the Trustee and that conform to the requirements of the Trust Documents. Except if there is a pending request to investigate as provided in paragraph (e) of this Subsection 10.2(1), the Trustee may request and if acting in good faith rely upon, and will be protected in acting or refraining from acting upon, any resolution, officers’ certificate, certificate of auditors or any other certificate, state...
Reliance; Limitation of Duties. The Company understands that the services to be rendered by the CEO, CFO and the Additional Personnel may include the preparation of projections and other forward-looking statements, and that numerous factors can affect the actual results of the Company's operations, which may materially and adversely differ from those projections and other forward-looking statements. In addition, the CEO, CFO and the Additional Personnel may be relying on information provided by other members of the Company's management in the preparation of those projections and other forward-looking statements. Neither the CEO, CFO, the Additional Personnel nor A&M assumes responsibility for the selection of any. transaction or strategic alternative that any such individual assists in formulating and presenting to the Board, and the CEO, CFO and Additional Personnel shall be responsible for implementation only of a transaction or alternative approved by the Board and only to the extent and in the manner authorized and directed by the Board.
