work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or
natural catastrophes or acts of God and interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware) services provided
to the Owner Trustee by third parties.
SECTION 7.2
FURNISHING OF DOCUMENTS.
The Owner Trustee shall furnish to the Depositor (with a copy to the Insurer)
promptly upon receipt of a written request therefor, duplicates or copies of all
reports, notices, requests, demands, certificates, financial statements and any
other instruments furnished to the Owner Trustee under 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
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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.
(B)
IN THE EXERCISE OR ADMINISTRATION OF THE TRUSTS HEREUNDER AND IN