the Transaction
Documents.
SECTION 7.3
REPRESENTATIONS AND WARRANTIES.
The Owner Trustee, in its individual capacity, hereby represents and warrants to
the Depositor that:
(A)
IT IS A LIMITED PURPOSE TRUST COMPANY DULY
ORGANIZED AND VALIDLY EXISTING IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
DELAWARE AND HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO EXECUTE, DELIVER
AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT;
(B)
IT HAS TAKEN ALL NECESSARY ACTION TO
AUTHORIZE THE EXECUTION AND DELIVERY BY IT OF THIS AGREEMENT, AND THIS AGREEMENT
WILL BE EXECUTED AND DELIVERED BY ONE OF ITS OFFICERS WHO IS DULY AUTHORIZED TO
EXECUTE AND DELIVER THIS AGREEMENT ON ITS BEHALF; AND
(C)
NEITHER THE EXECUTION NOR THE DELIVERY BY
IT OF THIS AGREEMENT, NOR THE CONSUMMATION BY IT OF THE TRANSACTIONS
CONTEMPLATED HEREBY NOR COMPLIANCE BY IT WITH ANY OF THE TERMS OR PROVISIONS
HEREOF WILL CONSTITUTE ANY DEFAULT UNDER ITS CHARTER DOCUMENTS OR BY-LAWS OR ANY
INDENTURE, MORTGAGE, CONTRACT, AGREEMENT OR INSTRUMENT TO WHICH IT IS A PARTY OR
BY WHICH ANY OF ITS PROPERTIES MAY BE BOUND.
SECTION 7.4
RELIANCE; ADVICE OF COUNSEL.
(A)
THE OWNER TRUSTEE MAY RELY UPON, SHALL BE
FULLY PROTECTED IN RELYING UPON, AND SHALL INCUR NO PERSONAL 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 AND BELIEVED BY IT TO BE SIGNED BY AN APPROPRIATE PERSON.
THE
OWNER TRUSTEE MAY CONCLUSIVELY RELY (AND SHALL BE FULLY PROTECTED IN RELYING)
UPON AN OPINION OF COUNSEL.
THE OWNER TRUSTEE MAY ACCEPT A CERTIFIED COPY OF A
RESOLUTION OF THE BOARD OF DIRECTORS OR OTHER GOVERNING BODY OF ANY PERSON AS
CONCLUSIVE EVIDENCE THAT SUCH RESOLUTION HAS BEEN DULY ADOPTED BY SUCH BODY AND
THAT THE SAME IS IN FULL FORCE AND EFFECT.
AS TO ANY FACT OR MATTER THE METHOD
OF THE DETERMINATION OF WHICH IS NOT SPECIFICALLY PRESCRIBED HEREIN, THE OWNER
TRUSTEE MAY FOR ALL PURPOSES HEREOF RELY ON A CERTIFICATE, SIGNED BY THE
PRESIDENT OR ANY VICE PRESIDENT OR BY THE TREASURER OR OTHER AUTHORIZED OFFICER
OF AN APPROPRIATE PERSON, AS TO SUCH FACT OR MATTER AND SUCH CERTIFICATE SHALL
CONSTITUTE FULL PROTECTION TO THE OWNER TRUSTEE (AS SUCH AND IN ITS INDIVIDUAL
CAPACITY) FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT IN GOOD FAITH IN
RELIANCE THEREON.
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(B)
IN THE EXERCISE OR ADMINISTRATION OF THE
TRUSTS HEREUNDER AND IN THE PERFORMANCE OF ITS DUTIES AND OBLIGATIONS UNDER THIS
AGREEMENT OR THE OTHER TRANSACTIONS DOCUMENTS, THE OWNER TRUSTEE (I) MAY ACT
DIRECTLY OR THROUGH ITS AGENTS OR ATTORNEYS PURSUANT TO AGREEMENTS ENTERED INTO
WITH ANY OF THEM, AND THE OWNER TRUSTEE SHALL NOT BE PERSONALLY LIABLE FOR THE
CONDUCT OR MISCONDUCT OF SUCH AGENTS OR ATTORNEYS IF SUCH AGENTS OR ATTORNEYS
SHALL HAVE BEEN SELECTED BY THE OWNER TRUSTEE WITH REASONABLE CARE AND (II) MAY
CONSULT WITH COUNSEL, ACCOUNTANTS AND OTHER SKILLED PERSONS TO BE SELECTED WITH
REASONABLE