Common use of Certain Rights of Pass Through Trustee Clause in Contracts

Certain Rights of Pass Through Trustee. Except as otherwise provided in Section 7.1: (a) the Pass Through Trustee may rely and shall be protected in acting or refraining from acting in reliance upon any Act, Direction, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of any of the Facility Lessees, an Owner Lessor or any Indenture Trustee mentioned herein shall be sufficiently evidenced by a Request; (c) whenever in the administration of this Pass Through Trust Agreement the Pass Through Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Pass Through Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of any Facility Lessee, an Owner Lessor or the applicable Indenture Trustee; (d) the Pass Through Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Pass Through Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Pass Through Trust Agreement at the request or direction of any of the Certificateholders pursuant to this Pass Through Trust Agreement, unless such Certificateholders shall have offered to the Pass Through Trustee reasonable security or indemnity against the cost, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Pass Through Trustee shall not be bound to make any investigation into the facts or matters stated in any Act, Direction, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document; (g) the Pass Through Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Pass Through Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it hereunder with due care; (h) the Pass Through Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion of rights or powers conferred upon it by this Pass Through Trust Agreement; (i) the right of the Pass Through Trustee to perform any discretionary act enumerated in this Pass Through Trust Agreement shall not be construed as a duty, and the Pass Through Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act; (j) the Pass Through Trustee shall not be required to give any bond or surety in respect of the execution of the trust fund created hereby or the powers granted hereunder; and (k) the Pass Through Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Pass Through Trust Agreement.

Certain Rights of Pass Through Trustee. Except Subject to the provisions of Section 315 of the Trust Indenture Act, and except as otherwise provided in Section 7.17.01: (a) the Pass Through Trustee may rely and shall be protected in acting or refraining from acting in reliance upon any Act, Direction, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of any of the Facility Lessees, an Owner Lessor or any Indenture Trustee Company mentioned herein shall be sufficiently evidenced by a Request; (c) whenever in the administration of this Pass Through Trust Agreement the Pass Through Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Pass Through Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of any Facility Lesseethe Company, an Owner a Lessor or the applicable an Indenture Trustee; (d) the Pass Through Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Pass Through Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Pass Through Trust Agreement at the request or direction of any of the Certificateholders pursuant to this Pass Through Trust Agreement, unless such Certificateholders shall have offered to the Pass Through Trustee reasonable security or indemnity against the cost, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Pass Through Trustee shall not be bound to make any investigation into the facts or matters stated in any Act, Direction, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document; (g) the Pass Through Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Pass Through Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder with due carehereunder; (h) the Pass Through Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion of rights or powers conferred upon it by this Pass Through Trust Agreement; (i) the right of the Pass Through Trustee to perform any discretionary act enumerated in this Pass Through Trust Agreement shall not be construed as a duty, and the Pass Through Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act; (j) the Pass Through Trustee shall not be required to give any bond or surety in respect of the execution of the trust fund Pass Through Trust created hereby or the powers granted hereunder; and (ki) anything in this Agreement to the contrary notwithstanding, in no event shall the Pass Through Trustee shall have no responsibility be liable for filing any financing special, indirect or continuation statement in any public office at any time consequential loss or to otherwise perfect or maintain the perfection damage of any security interest or lien granted kind whatsoever (including but not limited to it hereunder or to record this Pass Through Trust Agreementlost profits).

Certain Rights of Pass Through Trustee. Except as -------------------------------------- otherwise provided in Section 7.18.01: (a) the Pass Through Trustee may rely and shall be protected in acting or refraining from acting in reliance upon any Act, Directionsignature, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Pass Through Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party 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 manner of ascertainment of which is not specifically prescribed herein, the Pass Through Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or any assistant treasurer or the secretary or any assistant secretary of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Pass Through Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon; (b) any request or direction of any of the Facility Lessees, an Owner Lessor or any Indenture Trustee Company mentioned herein shall be sufficiently evidenced by a Request; (c) whenever in the administration of this Pass Through Trust Agreement the Pass Through Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Pass Through Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of any Facility Lessee, an Owner Lessor or the applicable Indenture TrusteeCompany; (d) the Pass Through Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Pass Through Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Pass Through Trust Agreement at the request or direction of any of the Certificateholders pursuant to this Pass Through Trust Agreement, unless such Certificateholders shall have offered to the Pass Through Trustee reasonable security or indemnity against the cost, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Pass Through Trustee shall not be bound to make any investigation into the facts or matters stated in any Act, Direction, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document; (g) the Pass Through Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the The Pass Through Trustee shall not be responsible required to take any action that (i) is inconsistent with the purposes of the Trust set forth in Article II or (ii) would, to the actual knowledge of a Responsible Officer of the Pass Through Trustee, result in the Trust's becoming an association taxable as a corporation for any misconduct or negligence on the part of any agent or attorney appointed by it hereunder with due carefederal income tax purposes; (h) Under no circumstances shall the Pass Through Trustee be personally liable for any representation, warranty, covenant, agreement, indebtedness or obligation of the Trust; (i) The Pass Through Trustee shall not be personally liable for the default or misconduct of the Registrar or Paying Agent and shall not be liable for any action taken, suffered act or omitted by it in good faith and believed by it to be authorized omission taken at the request or within direction of the discretion of rights Registrar or powers conferred upon it by this Pass Through Trust AgreementPaying Agent; (ij) In the right exercise or administration of the trusts hereunder, the Pass Through Trustee (i) may act directly or, at the expense of the Trust, through agents or attorneys pursuant to perform agreements entered into with any discretionary act enumerated in this Pass Through Trust Agreement shall not be construed as a dutyof them, and the Pass Through Trustee shall not be answerable liable for other than its negligence the default or willful misconduct in the performance of such actagents or attorneys if such agents or attorneys shall have been selected by the Pass Through Trustee with reasonable care; and (ii) may, at the expense of the Trust, consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons; (jk) Except as previously provided herein, in accepting the trusts hereby created the Pass Through Trustee acts solely as trustee hereunder and not in its individual capacity, and all persons having any claim against the Pass Through Trustee by reason of the transactions contemplated by this Trust Agreement shall look only to the Trust Property for payment or satisfaction thereof; (l) The Pass Through Trustee shall not be required to give answerable or accountable under any bond circumstances, except for the willful misconduct or surety in respect gross negligence of the execution Pass Through Trustee or simple negligence of the trust fund created hereby Pass Through Trustee with respect to notices of Default or handling of funds hereunder, except for liabilities that may result from the powers granted hereunder; andinaccuracy of any representation or warranty of the Pass Through Trustee in this Trust Agreement; (km) Except in accordance with the written instructions furnished by the Depositor or Certificateholders and except as provided herein, the Pass Through Trustee shall have no duty (i) to see any recording or filing of any document, (ii) to see to the payment or discharge of any tax, assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Trust, (iii) to confirm or verify any financial statements of the Depositor or (iv) to inspect the Depositor's books and records at any time; (n) The Pass Through Trustee may fully rely upon and shall have no liability in connection with calculations or instructions forwarded to the Pass Through Trustee by the Depositor, the Certificateholders or Paying Agent; (o) The Pass Through Trustee shall not have any responsibility or liability for filing or with respect to the genuineness, value, sufficiency or validity of the Trust Property. The Pass Through Trustee shall in no event assume or incur any financing liability, duty or continuation statement obligation to the Certificateholders or any other Person other than as expressly provided for herein, and in no event shall the Pass Through Trustee have any implied duties or obligations hereunder; (p) The Pass Through Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation, at the request, order or direction of the Depositor or the Certificateholders or any other Person, unless the Depositor or such Certificateholders, as the case may be or such Person have offered to the Pass Through Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Pass Through Trustee (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby, including such advances as the Pass Through Trustee shall request; (q) The Pass Through Trustee shall incur no liability if, by reason of any provisions of any present or future law or regulation thereunder, or by any force majeure event, including, but not limited to, natural disaster, war or other circumstances beyond its control, the Pass Through Trustee shall be prevent or forbidden from doing or performing any act or thing which the terms of this Trust Agreement provide shall or may be done or performed; (r) Prior to taking any action under this Trust Agreement, the Pass Through Trustee shall be entitled to receive written instructions of the Certificateholders pursuant to Section 1.04 hereof. The Pass Through Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the instruction of such Certificateholders; (s) The Pass Through Trustee shall not be bound to make any investigation into the facts or matters stated in any public office at any time resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note or other paper or document; and (t) Every provisions of this Trust Agreement relating to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Pass Through Trust AgreementTrustee shall be subject to the provisions of this Section 8.03.

Certain Rights of Pass Through Trustee. Except as otherwise provided in Section 7.1: (a) the Pass Through Trustee may rely and shall be protected in acting or refraining from acting in reliance upon any Act, Direction, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of any of the Facility LesseesLessee, an the Guarantor, the applicable Owner Lessor or any the applicable Indenture Trustee mentioned herein shall be sufficiently evidenced by a Request; (c) whenever in the administration of this Pass Through Trust Agreement the Pass Through Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Pass Through Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's ’s Certificate of any Facility the Lessee, an the Guarantor, the applicable Owner Lessor or the applicable Indenture Trustee; (d) the Pass Through Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Pass Through Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Pass Through Trust Agreement at the request or direction of any of the Certificateholders pursuant to this Pass Through Trust Agreement, unless such Certificateholders shall have offered provided to the Pass Through Trustee reasonable security or indemnity in manner and form reasonably satisfactory to the Pass Through Trustee against the cost, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Pass Through Trustee shall not be bound to make any investigation into the facts or matters stated in any Act, Direction, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document; (g) the Pass Through Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys attorneys, and the Pass Through Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it hereunder with due care; (h) the Pass Through Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion of rights or powers conferred upon it by this Pass Through Trust Agreement; (i) the right of the Pass Through Trustee to perform any discretionary act enumerated in this Pass Through Trust Agreement shall not be construed as a duty, and the Pass Through Trustee shall not be answerable for other than its negligence negligence, bad faith or willful misconduct in the performance of such act; (j) the Pass Through Trustee shall not be required to give any bond or surety in respect of the execution of the trust fund created hereby or the powers granted hereunder; and (k) the Pass Through Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Pass Through Trust Agreement.

Certain Rights of Pass Through Trustee. Except Subject to the provisions of Section 315 of the Trust Indenture Act, and except as otherwise provided in Section 7.1:: ----------- (a) the Pass Through Trustee may rely and shall be protected in acting or refraining from acting in reliance upon any Act, Direction, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of any of the Facility Lessees, an Owner Lessor or any Indenture Trustee Company mentioned herein shall be sufficiently evidenced by a Request; (c) whenever whenever, in the administration of this Pass Through Trust Agreement Agreement, the Pass Through Trustee shall deem it desirable that a matter be proved provided or established prior to taking, suffering or omitting any action hereunder, the Pass Through Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of any Facility Lesseethe Company, an Owner Lessor or the applicable a Lease Indenture Trustee; (d) the Pass Through Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Pass Through Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Pass Through Trust Agreement at the request or direction of any of the Certificateholders pursuant to this Pass Through Trust Agreement, Agreement unless such Certificateholders shall have offered to the Pass Through Trustee reasonable security or indemnity against the cost, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Pass Through Trustee shall not be bound to make any investigation into the facts or matters stated in any Act, Direction, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document; (g) the Pass Through Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Pass Through Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it hereunder with due care; (h) the Pass Through Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion of its rights or powers conferred upon it by this Pass Through Trust Agreement;; PASS THROUGH TRUST AGREEMENT A ------------------------------ (i) the right of the Pass Through Trustee to perform any discretionary act enumerated in this Pass Through Trust Agreement shall not be construed as a duty, and the Pass Through Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act; (j) the Pass Through Trustee shall not be required to give any bond or surety in respect of the execution of the trust fund created hereby or the powers granted hereunderhereunder or expend any of its own funds in any action brought pursuant to this Pass Through Trust Agreement; and (k) the Pass Through Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Pass Through Trust Agreement.

Certain Rights of Pass Through Trustee. Except as otherwise provided in Section 7.1: (a) the Pass Through Trustee may rely and shall be protected in acting or refraining from acting in reliance upon any Act, Direction, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of any of the Facility LesseesCompany, an any Owner Lessor or any Lease Indenture Trustee mentioned herein shall be sufficiently evidenced by a Request; (c) whenever in the administration of this Pass Through Trust Agreement the Pass Through Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Pass Through Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate of any Facility Lesseethe applicable Company, an the applicable Owner Lessor or the applicable Lease Indenture Trustee; (d) the Pass Through Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Pass Through Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Pass Through Trust Agreement at the request or direction of any of the Certificateholders pursuant to this Pass Through Trust Agreement, unless such Certificateholders shall have offered to the Pass Through Trustee reasonable security or indemnity against the cost, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Pass Through Trustee shall not be bound to make any investigation into the facts or matters stated in any Act, Direction, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document; (g) the Pass Through Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Pass Through Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it hereunder with due care; (h) the Pass Through Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion of rights or powers conferred upon it by this Pass Through Trust Agreement; (i) the right of the Pass Through Trustee to perform any discretionary act enumerated in this Pass Through Trust Agreement shall not be construed as a duty, and the Pass Through Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act; (j) the Pass Through Trustee shall not be required to give any bond or surety in respect of the execution of the trust fund created hereby or the powers granted hereunder; and (k) the Pass Through Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Pass Through Trust Agreement.