Common use of Absence of Duties Clause in Contracts

Absence of Duties. (a) Except in accordance with written instructions furnished pursuant to Sections 5.1, 5.2 or 8.4, and without limitation of the generality of Section 5.4, the Owner Trustee shall not have any duty to (i) file, record or deposit any Operative Agreement or any other document, or to maintain any such filing, recording or deposit or to refile, rerecord or redeposit any such document; (ii) obtain insurance on any Property or effect or maintain any such insurance, other than to receive and forward to each Holder and the Agent any notices, policies, certificates or binders furnished to the Owner Trustee pursuant to the Lease; (iii) maintain any Property; (iv) pay or discharge any Tax or any Lien owing with respect to or assessed or levied against any part of the Trust Estate, except as provided in the last sentence of Section 5.4, other than to forward notice of such Tax or Lien received by the Owner Trustee to each Holder and the Agent; (v) confirm, verify, investigate or inquire into the failure to receive any reports or financial statements of Lessee or any other Person; (vi) inspect any Property any time or ascertain or inquire as to the performance or observance of any of the covenants of Lessee or any other Person under any Operative Agreement with respect to any Property; or (vii) manage, control, use, sell, dispose of or otherwise deal with any Property or any part thereof or any other part of the Trust Estate, except as provided in Section 5.5. (b) The Owner Trustee, in the exercise or administration of the trusts and powers hereunder, including without limitation its obliga­tions under Section 5.2, may, at the expense of Lessee, employ agents, attorneys, accountants, and auditors and enter into agreements with any of them and the Owner Trustee shall not be liable, either in its individual capacity or in its capacity as the Owner Trustee, for the default or misconduct of any such agents, attorneys, accountants or auditors if such agents, attorneys, accountants or auditors shall have been selected by it in good faith.

Absence of Duties. (a) Except in accordance with written instructions furnished pursuant to Sections 5.1, 5.2 or 8.4, and without limitation of the generality of Section 5.4, the Owner Trustee shall not have any duty to (i) file, record or deposit any Operative Agreement or any other document, or to maintain any such filing, recording or deposit or to refile, rerecord or redeposit any such document; (ii) obtain insurance on any Property or effect or maintain any such insurance, other than to receive and forward to each Holder and the Agent any notices, policies, certificates or binders furnished to the Owner Trustee pursuant to the Lease; (iii) maintain any Property; (iv) pay or discharge any Tax or any Lien owing with respect to or assessed or levied against any part of the Trust Estate, except as provided in the last sentence of Section 5.4, other than to forward notice of such Tax or Lien received by the Owner Trustee to each Holder and the Agent; (v) confirm, verify, investigate or inquire into the failure to receive any reports or financial statements of Lessee or any other Person; (vi) inspect any Property any time or ascertain or inquire as to the performance or observance of any of the covenants of Lessee or any other Person under any Operative Agreement with respect to any Property; or (vii) manage, control, use, sell, dispose of or otherwise deal with any Property or any part thereof or any other part of the Trust Estate, except as provided in Section 5.5. (b) The Owner Trustee, in the exercise or administration of the trusts and powers hereunder, including without limitation its obliga­tions obligations under Section 5.2, may, at the reasonable expense of Lessee, employ agents, attorneys, accountants, and auditors and enter into agreements with any of them and the Owner Trustee shall not be liable, either in its individual capacity or in its capacity as the Owner Trustee, for the default or misconduct of any such agents, attorneys, accountants or auditors if such agents, attorneys, accountants or auditors shall have been selected by it in good faith. Notwithstanding the foregoing, as long as there does not exist any Lease Event of Default, no such agents, attorneys, accountants or auditors shall be employed without the prior written consent of the Lessee, which consent may not be unreasonably withheld or delayed; provided that such consent shall not be required with respect to the Owner Trustee's exercise or administration of the trusts and powers hereunder if the same is required by any amendment, waiver or consent relating to any Operative Agreement.

Absence of Duties. (a) Except in accordance with written instructions furnished pursuant to Sections 5.1, 5.2 or 8.4, and without limitation of the generality of Section 5.4, the Owner Trustee shall not have any duty to (i) file, record or deposit any Operative Agreement or any other document, or to maintain any such filing, recording or deposit or to refile, rerecord or redeposit any such document; (ii) obtain insurance on any Property or effect or maintain any such insurance, other than to receive and forward to each the Holder and the Agent any notices, policies, certificates or binders furnished to the Owner Trustee pursuant to the Lease; (iii) maintain any Property; (iv) pay or discharge any Tax or any Lien owing with respect to or assessed or levied against any part of the Trust Estate, except as provided in the last sentence of Section 5.4, other than to forward notice of such Tax or Lien received by the Owner Trustee to each Holder and the AgentHolder; (v) confirm, verify, investigate or inquire into the failure to receive any reports or financial statements of Lessee or any other Person; (vi) inspect any Property any time or ascertain or inquire as to the performance or observance of any of the covenants of Lessee or any other Person under any Operative Agreement with respect to any Property; or (vii) manage, control, use, sell, dispose of or otherwise deal with any Property or any part thereof or any other part of the Trust Estate, except as provided in Section 5.5. (b) The Owner Trustee, in the exercise or administration of the trusts and powers hereunder, including without limitation its obliga­tions obligations under Section 5.2, may, at the expense of Lessee, employ agents, attorneys, accountants, and auditors and enter into agreements with any of them and the Owner Trustee shall not be liable, either in its individual capacity or in its capacity as the Owner Trustee, for the default or misconduct of any such agents, attorneys, accountants or auditors if such agents, attorneys, accountants or auditors shall have been selected by it in good faith.

Absence of Duties. (a) Except in accordance with written instructions furnished pursuant to Sections 5.1, 5.2 or 8.4, and without limitation of the generality of Section 5.4, the Owner The Trustee shall not have any duty to (i) ----------------- file, record or deposit any Operative Agreement or any other document, or to maintain any such filing, recording or deposit or to refile, rerecord or redeposit any such document; , (ii) obtain insurance on any Property Equipment or effect or maintain any such insurance, other than to receive and forward to each Holder and the Agent Certificate Holders any notices, policies, certificates or binders furnished to the Owner Trustee pursuant to the Lease; , (iii) maintain any Property; Equipment, (iv) pay or discharge any Tax or any Lien owing with respect to or assessed or levied against any part of the Trust Estate, except as provided in the last sentence of Section 5.44.4, other than to forward notice of such Tax or Lien received by the Owner Trustee to each Holder and the Agent; Certificate Holders, (v) confirm, verify, investigate or inquire into the failure to receive any reports or financial statements of Lessee or any other Person; the Lessee, (vi) inspect any Property Equipment at any time or ascertain or inquire as to the performance or observance of any of the covenants of the Lessee or any other Person under any Operative Agreement with respect to any Property; Equipment, or (vii) manage, control, use, sell, dispose of or otherwise deal with any Property Equipment or any part thereof or any other part of the Trust Estate, except as provided in Section 5.54.5. (b) Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than the State of Delaware if the taking of such action will: (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Trustee; or (iii) subject the Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Trustee contemplated hereby. (c) The Owner Trustee, in the exercise or administration of the trusts and powers hereunder, including without limitation its obliga­tions obligations under Section 5.24.2 hereof, may, at the reasonable expense of the Lessee, employ agents, attorneys, accountants, accountants and auditors and enter into agreements with any of them and the Owner Trustee Trust Company shall not be liable, either in its individual capacity or in its capacity as the Owner Trustee, for the default or misconduct of any such agents, attorneys, accountants or auditors if such agents, attorneys, accountants or auditors shall have been selected by it in good faithfaith and after due inquiry. Notwithstanding the foregoing, as long as there does not exist any Lease Event of Default, no such agents, attorneys, accountants or auditors shall be employed without the prior written consent of the Lessee, which consent may not be unreasonably withheld or delayed; provided that such consent shall not be required with respect to the -------- Trustee's exercise or administration of the trusts and powers hereunder.

Absence of Duties. (a) Except in accordance with written instructions furnished pursuant to Sections Section 5.1, 5.2 or 8.4, and without limitation of the generality of Section 5.4, the Owner Trustee shall not have any duty to (i) file, record or deposit any Operative Agreement or any other document, or to maintain any such filing, recording or deposit or to refile, rerecord or redeposit any such document; (ii) obtain insurance on any Property the Properties or effect or maintain any such insurance, other than to receive and forward to each Holder and the Agent any notices, policies, certificates or binders furnished to the Owner Trustee pursuant to the Lease; (iii) maintain any Propertythe Properties; (iv) pay or discharge any Tax or any Lien owing with respect to or assessed or levied against any part of the Trust Estate, except as provided in the last sentence of Section 5.4, other than to forward notice of such Tax or Lien received by the Owner Trustee to each Holder and the Administrative Agent; (v) confirm, verify, investigate or inquire into the failure to receive any reports or financial statements of Lessee or any other Personthe Lessee; (vi) inspect any Property the Properties at any time or ascertain or inquire as to the performance or observance of any of the covenants of the Lessee or any other Person under any Operative Agreement with respect to any Propertythe Properties; or (vii) manage, control, use, sell, dispose of or otherwise deal with any Property the Properties or any part thereof or any other part of the Trust Estate, except as provided in Section 5.5. (b) The Owner Trustee, in the exercise or administration of the trusts and powers hereunder, including without limitation its obliga­tions obligations under Section 5.25.2 hereof, may, at the expense of the Lessee, employ agents, attorneys, accountants, and auditors and enter into agreements with any of them them, and the Owner Trustee Trust Company shall not be liable, either in its individual capacity or in its capacity as the Owner Trustee, for the default or misconduct of any such agents, attorneys, accountants or auditors if such agents, attorneys, accountants or auditors shall have been selected by it in good faith.

Absence of Duties. (a) Except in accordance with written instructions furnished pursuant to Sections Section 5.1, 5.2 or 8.4, and without limitation of the generality of Section 5.4, the Owner Trustee shall not have any duty to (i) file, record or deposit any Operative Agreement or any other document, or to maintain any such filing, recording or deposit or to refile, rerecord or redeposit any such document; (ii) obtain insurance on any Property the Properties or effect or maintain any such insurance, other than to receive and forward to each Holder and the Agent any notices, policies, certificates or binders furnished to the Owner Trustee pursuant to the Lease; (iii) maintain any Propertythe Properties; (iv) pay or discharge any Tax or any Lien owing with respect to or assessed or levied against any part of the Trust Estate, except as provided in the last sentence of Section 5.4, other than to forward notice of such Tax or Lien received by the Owner Trustee to each Holder and the Administrative Agent; (v) confirm, verify, investigate or inquire into the failure to receive any reports or financial statements of Lessee or any other Personthe Lessee; (vi) inspect any Property the Properties at any time or ascertain or inquire as to the performance or observance of any of the covenants of the Lessee or any other Person under the Bridge Note, the Indemnification Agreement or any Operative Agreement with respect to any Propertythe Properties; or (viior(vii) manage, control, use, sell, dispose of or otherwise deal with any Property the Properties or any part thereof or any other part of the Trust Estate, except as provided in Section 5.5. (b) The Owner Trustee, in the exercise or administration of the trusts and powers hereunder, including without limitation its obliga­tions obligations under Section 5.25.2 hereof, may, at the expense of the Lessee, employ agents, attorneys, accountants, and auditors and enter into agreements with any of them them, and the Owner Trustee Trust Company shall not be liable, either in its individual capacity or in its capacity as the Owner Trustee, for the default or misconduct of any such agents, attorneys, accountants or auditors if such agents, attorneys, accountants or auditors shall have been selected by it in good faith.

Absence of Duties. (a) Except in accordance with written instructions furnished Other than pursuant to Sections 5.1the terms hereof, 5.2 or 8.4, and without limitation of ----------------- the generality of Section 5.4, the Owner Trustee shall not have any duty to (i) file, record or deposit any Operative Agreement Document or any other document, or to maintain any such filing, recording or deposit or to refile, rerecord or redeposit any such document; , (ii) obtain insurance on any Property Site, the Facilities (including the New Facility) or effect or maintain any such insurance, other than to receive and forward to each Holder and the Agent Investor any notices, policies, certificates or binders furnished to the Owner Trustee pursuant to the Lease; , (iii) maintain any Property; (iv) pay or discharge any Tax or any Lien owing with respect to or assessed or levied against any part of the Trust Estate, except as provided in the last sentence of Section 5.4, other than to forward notice of such Tax or ----------- Lien received by the Owner Trustee to each Holder the Agent, Lenders, the Investor and the Agent; Lessee, (viv) confirm, verify, investigate or inquire into the failure to receive any reports or financial statements of Lessee or any other Person; the Lessee, (viv) inspect any Property the Site at any time or ascertain or inquire as to the performance or observance of any of the covenants of the Lessee or any other Person under any Operative Agreement Document with respect to any Property; the Site, or (vii) manage, control, use, sell, dispose of or otherwise deal with any Property the Site or any part thereof or any other part of the Trust Estate, except as provided in Section 5.5.. ----------- (b) Except as contemplated by the Operative Documents or as otherwise directed by Agent or the Investor, the Trustee shall not be required to take any action in any jurisdiction other than the State of Delaware if the taking of such action will: (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof (other than the State of Delaware) becoming payable by the Trustee; or (iii) subject the Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Trustee contemplated hereby. (c) The Owner Trustee, in the exercise or administration of the trusts and powers hereunder, including without limitation its obliga­tions obligations under Section 5.25.2 hereof, may, at ----------- the reasonable expense of the Lessee, employ agents, attorneys, accountants, accountants and auditors and enter into agreements with any of them and the Owner Trustee and the Trust Company shall not be liable, either in its individual capacity or in its capacity as the Owner Trustee, liable for the default or misconduct of any such agents, attorneys, accountants or auditors if such agents, attorneys, accountants or auditors shall have been selected by it in good faith.

Absence of Duties. (a) Except in accordance with written instructions furnished pursuant to Sections 5.1, 5.2 or 8.4, and without limitation of the generality of Section 5.4, the Owner Trustee shall not have any duty to (i) file, record or deposit any Operative Agreement or any other document, or to maintain any such filing, recording or deposit or to refile, rerecord or redeposit any such document; (ii) obtain insurance on the Property or any Property portion thereof or effect or maintain any such insurance, other than to receive and forward to each Holder and the Agent any notices, policies, certificates or binders furnished to the Owner Trustee pursuant to the Lease; (iii) maintain the Property or any Propertyportion thereof; (iv) pay or discharge any Tax or any Lien owing with respect to or assessed or levied against any part of the Trust Estate, except as provided in the last sentence of Section 5.4, other than to forward notice of such Tax or Lien received by the Owner Trustee to each Holder and the Agent; (v) confirm, verify, investigate or inquire into the failure to receive any reports or financial statements of Lessee or any other Person; (vi) inspect the Property or any Property portion thereof any time or ascertain or inquire as to the performance or observance of any of the covenants of Lessee or any other Person under any Operative Agreement with respect to the Property or any Propertyportion thereof; or (vii) manage, control, use, sell, dispose of or otherwise deal with any the Property or any part portion thereof or any other part of the Trust Estate, except as provided in Section 5.5. (b) The Owner Trustee, in the exercise or administration of the trusts and powers hereunder, including without limitation its obliga­tions obligations under Section 5.2, may, at the reasonable expense of Lessee, employ agents, attorneys, accountants, and auditors and enter into agreements with any of them and the Owner Trustee shall not be liable, either in its individual capacity or in its capacity as the Owner Trustee, for the default or misconduct of any such agents, attorneys, accountants or auditors if such agents, attorneys, accountants or auditors shall have been selected by it in good faith.. Notwithstanding the foregoing, as long as there does not exist any Lease Event of Default, no such agents, attorneys, accountants or auditors shall be employed without the prior written consent of the Lessee, which consent may not be unreasonably withheld or delayed; provided that such consent shall not be required with respect

Absence of Duties. (a) Except in accordance with written instructions furnished pursuant to Sections 5.1, 5.2 or 8.4, and without limitation of the generality of Section 5.4, the Owner Trustee shall not have any duty to (i) file, record or deposit any Operative Agreement or any other document, or to maintain any such filing, recording or deposit or to refile, rerecord or redeposit any such document; (ii) obtain insurance on any Property or effect or maintain any such insurance, other than to receive and forward to each Holder and the Agent any notices, policies, certificates or binders furnished to the Owner Trustee pursuant to the Lease; (iii) maintain any Property; (iv) pay or discharge any Tax or any Lien owing with respect to or assessed or levied against any part of the Trust Estate, except as provided in the last sentence of Section 5.4, other than to forward notice of such Tax or Lien received by the Owner Trustee to each Holder and the Agent; (v) confirm, verify, investigate or inquire into the failure to receive any reports or financial statements of Lessee or any other Person; (vi) inspect any Property any time or ascertain or inquire as to the performance or observance of any of the covenants of Lessee or any other Person under any Operative Agreement with respect to any Property; or (vii) manage, control, use, sell, dispose of or otherwise deal with any Property or any part thereof or any other part of the Trust Estate, except as provided in Section 5.5. (b) The Owner Trustee, in the exercise or administration of the trusts and powers hereunder, including without limitation its obliga­tions obligations under Section 5.2, may, at the expense of Lessee, employ agents, attorneys, accountants, and auditors and enter into agreements with any of them and the Owner Trustee shall not be liable, either in its individual capacity or in its capacity as the Owner Trustee, for the default or misconduct of any such agents, attorneys, accountants or auditors if such agents, attorneys, accountants or auditors shall have been selected by it in good faith.

Absence of Duties. (a) Except in accordance with written instructions furnished pursuant to Sections 5.1, 5.2 or 8.4, and without limitation of the generality of Section 5.4, the Owner The Trustee shall not have any duty ----------------- to (i) file, record or deposit any Operative Agreement or any other document, or to maintain any such filing, recording or deposit or to refile, rerecord or redeposit any such document; , (ii) obtain insurance on any Property Equipment or effect or maintain any such insurance, other than to receive and forward to each Holder and the Agent Certificate Holders any notices, policies, certificates or binders furnished to the Owner Trustee pursuant to the Lease; , (iii) maintain any Property; Equipment, (iv) pay or discharge any Tax or any Lien owing with respect to or assessed or levied against any part of the Trust Estate, except as provided in the last sentence of Section 5.44.4, other than to forward notice of such Tax or Lien received by the Owner Trustee to each Holder and the Agent; Certificate Holders, (v) confirm, verify, investigate or inquire into the failure to receive any reports or financial statements of Lessee or any other Person; the Lessee, (vi) inspect any Property Equipment at any time or ascertain or inquire as to the performance or observance of any of the covenants of the Lessee or any other Person under any Operative Agreement with respect to any Property; Equipment, or (vii) manage, control, use, sell, dispose of or otherwise deal with any Property Equipment or any part thereof or any other part of the Trust Estate, except as provided in Section 5.54.5. (b) Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than the State of Delaware if the taking of such action will: (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Trustee; or (iii) subject the Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Trustee contemplated hereby. (c) The Owner Trustee, in the exercise or administration of the trusts and powers hereunder, including without limitation its obliga­tions obligations under Section 5.24.2 hereof, may, at the reasonable expense of the Lessee, employ agents, attorneys, accountants, accountants and auditors and enter into agreements with any of them and the Owner Trustee Trust Company shall not be liable, either in its individual capacity or in its capacity as the Owner Trustee, for the default or misconduct of any such agents, attorneys, accountants or auditors if such agents, attorneys, accountants or auditors shall have been selected by it in good faithfaith and after due inquiry. Notwithstanding the foregoing, as long as there does not exist any Lease Event of Default, no such agents, attorneys, accountants or auditors shall be employed without the prior written consent of the Lessee, which consent may not be unreasonably withheld or delayed; provided that such consent shall not be -------- required with respect to the Trustee's exercise or administration of the trusts and powers hereunder.

Absence of Duties. (a) Except in accordance with written ----------------- instructions furnished pursuant to Sections 5.1, 5.2 Section 6.01 or 8.46.02 hereof and except as explicitly provided in, and without limitation limiting the generality of, Sections 4.01 and 6.04 hereof, and subject to Section 3.05(b) of the generality of Section 5.4Indenture, the Owner Trustee shall not have any no duty to (i) file, record to see to any registration of the Aircraft or deposit any Operative recording or filing of the Lease or of this Trust Agreement or of any other documentOperative Document, or to maintain see to the maintenance of any such filingregistration, recording or deposit filing, except that the Owner Trustee shall complete, on the basis of information timely furnished to the Owner Trustee or the Owner Participant pursuant to refilethe Participation Agreement or the Lease, rerecord and submit on a timely basis reports relating to the continued eligibility for registration, identification and activity of the Aircraft or redeposit any such document; similar reports, which may from time to time be required by the FAA or other government or governmental authority having jurisdiction (with copies to the Owner Participant), (ii) obtain to see to any insurance on any Property the Aircraft or to effect or maintain any such insurance, other than to receive and forward to each Holder and the Agent any noticeswhether or not Lessee shall be in default with respect thereto, policies, certificates or binders furnished to the Owner Trustee pursuant to the Lease; (iii) maintain any Property; except as provided in Section 7(h) of the Participation Agreement, Section 3.05(a) or (ivb) pay of the Indenture or Section 6.04 or 7.01 hereof, to see to the payment or discharge of any Tax tax, assessment or other governmental charge or any Lien of any kind owing with respect to to, or assessed or levied against against, any part of the Trust Estate or the Indenture Estate, or, except as provided in Section 6.06 hereof, the last sentence filing of Section 5.4any returns or reports in connection therewith, other than (iv) to forward notice of such Tax confirm or Lien received by the Owner Trustee to each Holder and the Agent; (v) confirm, verify, investigate or inquire into the failure to receive verify any reports or financial statements of Lessee or any other Person; (viv) to inspect any Property the Aircraft at any time or ascertain or inquire as to the performance or observance of any of Lessee's covenants under the covenants Lease with respect to the Aircraft. Notwithstanding the foregoing, the Owner Trustee will furnish to the Indenture Trustee (so long as the Indenture is in effect) and to the Owner Participant, promptly upon receipt thereof, duplicates or copies of Lessee all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to or by the Owner Trustee under the Lease or any other Person under any Operative Agreement with respect Document except to any Property; or (vii) manage, control, use, sell, dispose of or otherwise deal with any Property or any part the extent an Operative Document requires delivery thereof or any by some other part of the Trust Estate, except as provided in Section 5.5. (b) The Owner Trustee, in the exercise or administration of the trusts and powers hereunder, including without limitation its obliga­tions under Section 5.2, may, at the expense of Lessee, employ agents, attorneys, accountants, and auditors and enter into agreements with any of them and person directly to the Owner Trustee shall not be liable, either in its individual capacity Participant or in its capacity as the Owner Indenture Trustee, for the default or misconduct of any such agents, attorneys, accountants or auditors if such agents, attorneys, accountants or auditors shall have been selected by it in good faith.