Common use of Reliance; Agents; Advice of Counsel Clause in Contracts

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Agreement, certified by the Secretary or any Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate of the relevant party as to such fact or matter, and such Officer's Certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons to be selected and retained by it, and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person).

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the Owner Trust or the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party applicable Trustee, and such certificate shall constitute full protection to the Participation Agreement Subordination Agent for any action taken or other Operative Agreement, certified omitted to be taken by the Secretary or any Assistant Secretary thereof as duly adopted and it in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is good faith in full force and effectreliance thereon. As to any fact or matter relating to the Charterer Liquidity Providers, the Policy Provider or the Trustees the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee Subordination Agent may for all purposes hereof rely on an Officer's Certificate a certificate, signed by any Responsible Officer of the relevant party applicable Liquidity Provider or Trustee or the Policy Provider, as the case may be, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Owner Trust is Liquidity Providers, the Policy Provider and each of the Trustees are authorized by the Trust Agreement to enter into this Indenture Agreement and to take all action to be taken by the Owner Trust them pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization each of the Indenture Trustee Liquidity Providers and each of the Trustees with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee Subordination Agent may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it, and the Indenture Trustee Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture The Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to any Transaction Document (including the Participation Agreement or other Operative AgreementIssuer), certified by the Secretary or any Assistant Secretary thereof in an accompanying Officer’s Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture To the extent not otherwise specifically provided herein, the Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Issuer is authorized by the Trust Agreement its constitutional documents to enter into this Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, hereof and shall not be required to inquire into the authorization of the Owner Trust Issuer with respect thereto. To the extent not otherwise specifically provided herein, the Trustee shall furnish to the Issuer or the Servicer upon written request such information and copies of such documents as the Trustee may have and as are necessary for the Issuer or any such Servicer to perform its duties under Article II and Article III or otherwise. The Owner Trust Trustee shall assume, and shall not be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and liable for any action it takes or omits to take all action in good faith that it believes to be taken by authorized or within its rights or powers or for any action it takes or omits to take in accordance with the Indenture Trustee pursuant Direction of the Noteholders in accordance with Section 4.12 relating to the provisions hereoftime, method and shall not inquire into place of conducting any proceeding for any remedy available to the authorization of Trustee, or exercising any trust, right or power conferred upon the Indenture Trustee with respect theretoTrustee, under any Transaction Document. In the administration of the trusts hereunder, the Indenture The Trustee may execute any of the trusts or powers hereof and hereunder or perform its powers and any duties hereunder or under any other Transaction Document either directly or by or through agents or attorneys or a custodian or nominee, and at the expense of Trustee shall not be responsible for any misconduct or negligence on the Indenture Estate part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. The Trustee may consult with counsel as to any matter relating to this Indenture or any other Transaction Document and any opinion of counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or any other Transaction Document, accountants or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or Direction of any of the Noteholders, pursuant to the provisions of this Indenture or any other Transaction Document, unless such Noteholders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may be incurred therein or thereby. The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any other skilled Persons Transaction Document, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to be selected and retained by it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture or any other Transaction Document shall in any event require the Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Servicer under this Indenture or any of the other Transaction Documents. The Trustee shall not be liable for anything doneany Losses or Taxes (except for Taxes relating to any compensation, fees or commissions of any entity acting in its capacity as Trustee hereunder) or in connection with the selection of Eligible Investments or for any investment losses resulting from Eligible Investments. When the Trustee incurs expenses or renders services in connection with an Acceleration Default, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any Applicable Law relating to bankruptcy matters or Applicable Law relating to creditors’ rights generally. The Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Trustee obtains actual knowledge of such event or has received written notice of such event at its Corporate Trust Office from the Issuer, the Servicer or Noteholders holding not less than 10% of the Outstanding Principal Balance of the Notes, which shall be labeled “Notice of Default” or “Notice of Event of Default”. The Trustee shall have no duty to monitor the performance of the Issuer, the Servicer or any other party to the Transaction Documents, or to confirm the accuracy of any information or calculation required to be provided by such parties to the Trustee under the Transaction Documents. Nor shall the Trustee have any liability in connection with the malfeasance or nonfeasance by any other party to the Transaction Documents. Whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder or under any other Transaction Document, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by a certificate signed by a Responsible Officer of the Issuer and delivered to the Trustee, and such certificate, in the absence of gross negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted in good faith by it in accordance with under the written advice provisions of this Indenture or written opinion of any such counselother Transaction Document upon the faith thereof. Except as provided expressly hereunder, accountant or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care no obligation to invest and reinvest any cash held in selecting the Accounts in the absence of timely and specific written investment direction by or on behalf of the Issuer. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Issuer to provide timely written investment direction. When the Trustee incurs expenses after the occurrence of a Default specified in Section 4.1 with respect to the Issuer, if the surviving entity has failed to honor such Person)obligation, the expenses are intended to constitute expenses of administration under any Applicable Law relating to insolvency matters or under the Bankruptcy Code.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the Owner Trust or the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party applicable Trustee, and such certificate shall constitute full protection to the Participation Agreement Subordination Agent for any action taken or other Operative Agreement, certified omitted to be taken by the Secretary or any Assistant Secretary thereof as duly adopted and it in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is good faith in full force and effectreliance thereon. As to any fact or matter relating to the Charterer Liquidity Providers, the Policy Provider or the Trustees the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee Subordination Agent may for all purposes hereof rely on an Officer's Certificate a certificate, signed by any Responsible Officer of the relevant party applicable Liquidity Provider, Policy Provider or Trustee, as the case may be, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Owner Trust is Liquidity Providers, the Policy Provider and each of the Trustees are authorized by the Trust Agreement to enter into this Indenture Agreement and to take all action to be taken by the Owner Trust them pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization each of the Indenture Trustee Liquidity Providers, the Policy Provider and Trustees with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee Subordination Agent may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it, and the Indenture Trustee Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture (a) No Security Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture Trustee The Security Trustees may accept a copy of a resolution of the Board of Directors board or other governing body of any party to the Participation this Agreement or other Operative Agreementany Transaction Document, certified by the Secretary or any an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described hereinin this Agreement, the Owner Trust Security Trustees shall be entitled to receive and the Indenture Trustee may for all purposes hereof rely conclusively rely, and shall be fully protected in acting or refraining from acting, on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, Security Trustees for any action taken or omitted to be taken by it them in good faith in reliance thereon. The Indenture Each Security Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust each other party to this Agreement is authorized by the Trust Agreement its constitutional documents to enter into this Indenture Agreement and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereofof this Agreement, and shall not inquire into the authorization of the Owner Trust such party with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture . (b) Each Security Trustee may execute any of the trusts or powers hereof and perform its powers and hereunder or perform any duties hereunder under this Agreement either directly or by or through agents agents, including financial advisors, or attorneys and at or a custodian or nominee, provided, however, that the expense appointment of any agent shall not relieve the Indenture Estate Security Trustee of its responsibilities or liabilities hereunder. (c) Each Security Trustee may consult with counsel and any opinion of counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by them under this Agreement in good faith and in accordance with such advice or opinion of counsel. (d) Each Security Trustee shall be under no obligation to exercise any of the rights or powers vested in them by this Agreement, accountants or to institute, conduct or defend any litigation under this Agreement or in relation hereto, at the request, order or direction of any of the Secured Parties, pursuant to the provisions of this Agreement, unless such Secured Party shall have offered to the relevant Security Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and other skilled Persons liabilities which may be incurred therein or thereby. (e) No Security Trustee shall be required to be selected and retained by expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it, and none of the Indenture provisions contained in this Agreement shall in any event require any Security Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of any Grantor under any of the Transaction Documents. (f) If any Security Trustee incurs expenses or renders services in connection with an exercise of remedies specified in Section 3.01, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. (g) No Security Trustee shall not be liable for anything donecharged with knowledge of an Event of Default unless such Security Trustee obtains actual knowledge of such event or such Security Trustee receives written notice of such event from any of the Secured Parties. (h) None of the Security Trustees shall have any duty to monitor the performance of any Grantor or any other party to the Transaction Documents, suffered or omitted nor shall any Security Trustee have any liability in good faith by it in accordance connection with the written advice malfeasance or written opinion nonfeasance by such parties. None of the Security Trustees shall have any liability in connection with compliance by any Grantor or any Lessee under a Lease with statutory or regulatory requirements related to the Collateral, any Pool Aircraft or any Lease. No Security Trustee shall make or be deemed to have made any representations or warranties with respect to the Collateral, any Pool Aircraft or any Lease or the validity or sufficiency of any such counsel, accountant assignment or other skilled Person acting within such Person's area disposition of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)Collateral, any Pool Aircraft or any Lease.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the The Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the The Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Agreement, certified by the Secretary or any an Assistant Secretary thereof of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee may for all purposes hereof rely on a certificate, signed by an Officer's Certificate officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Owner Trustee upon request such information and copies of such documents as the Indenture Trustee may have and as are necessary for the Owner Trustee to perform its duties under Article II hereof. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall need not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may, at the reasonable expense of the Indenture Estate may Estate, consult with independent counsel, accountants and other skilled Persons persons to be selected and retained employed by it, and the Indenture Trustee shall not be liable for anything done, suffered suffered, or omitted in good faith by it in accordance with the written advice or written opinion of any such independent counsel, accountant accountants or other skilled Person persons acting within such Person's persons' area of competence (so long as the Indenture Trustee shall have exercised due reasonable care in selecting such Personpersons).

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the The Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the The Indenture Trustee may accept a copy of a resolution of, in the case of Issuer, its General Partner and, in the Board case of Directors or any other party to any Operative Agreement, the governing body of any party to the Participation Agreement or other Operative Agreementsuch Person, certified by the Secretary or any Assistant Secretary thereof in an accompanying Officer’s Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Manager or the Administrator upon written request such information and copies of such documents as the Indenture Trustee may have and as are necessary for the Manager or the Administrator to perform its duties under Articles II and III hereof. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Issuer is authorized by the Trust Agreement its constitutional documents to enter into this Master Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust Issuer with respect thereto. The Owner Trust Indenture Trustee shall assumenot be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 4.11 hereof relating to the time, method and shall be fully protected in assuming, that place of conducting any proceeding for any remedy available to the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by Trustee, or exercising any trust or power conferred upon the Indenture Trustee pursuant to the provisions hereofTrustee, and shall not inquire into the authorization of the Indenture Trustee with respect theretounder this Master Indenture. In the administration of the trusts hereunder, the The Indenture Trustee may execute any of the trusts or powers hereof and hereunder or perform its powers and any duties hereunder either directly or by or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons to be selected and retained by itor a custodian or nominee, and the Indenture Trustee shall not be liable responsible for anything doneany misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. The Indenture Trustee may consult with counsel as to any matter relating to this Master Indenture and any Opinion of Counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Master Indenture, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders, pursuant to the provisions of this Master Indenture, unless such Holders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Master Indenture shall in any event require the Indenture Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of Issuer or the Administrator under this Master Indenture or any of the Operative Agreements. The Indenture Trustee shall not be liable for any losses or Taxes (except for Taxes relating to any compensation, fees or commissions of any entity acting in its capacity as Indenture Trustee hereunder) or in connection with the selection of Permitted Investments or for any investment losses resulting from Permitted Investments. When the Indenture Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.01(g) or 4.01(h) hereof, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. The Indenture Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Indenture Trustee obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from Issuer, the Administrator or Noteholders owning Equipment Notes aggregating not less than 10% of the Outstanding Principal Balance of the Equipment Notes. The Indenture Trustee shall have no duty to monitor the performance of Issuer, the Manager, the Administrator or any other party to the Operative Agreements, nor shall it have any liability in connection with the malfeasance or nonfeasance by such parties. The Indenture Trustee shall have no liability in connection with compliance by Issuer, the Manager, the Administrator or any Lessee under a Lease with statutory or regulatory requirements related to any Railcar or any Lease. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to any Railcar or any Lease or the validity or sufficiency of any assignment or other disposition of any Railcar or any Lease. The Indenture Trustee shall not be liable for any error of judgment reasonably made in good faith by an officer or officers of the Indenture Trustee, unless it shall be determined by a court of competent jurisdiction in a non-appealable judgment that the Indenture Trustee was negligent in making such judgment. Except as expressly set forth in the Operative Agreements, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper document, unless any such Operative Agreement directs the Indenture Trustee to make such investigation. The Indenture Trustee shall have no obligation to invest and reinvest any cash held in the Indenture Accounts in the absence of timely and specific written investment direction from the Administrator or as expressly provided herein or in a Series Supplement hereto. In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon in accordance with the written advice or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as the Operative Agreements. The Indenture Trustee shall have exercised due care no liability in selecting such Person)respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity in accordance with the Operative Agreements or by any other Person or the failure of the Administrator to provide timely written investment direction.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the The Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the The Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Loan Agreement, certified by the Secretary or any an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to the aggregate unpaid principal amount of Certificates outstanding as of any date and any other amounts owed under such Certificates, the Borrower may for all purposes hereof rely on a certificate signed by any Vice President or other authorized corporate trust officer of the Indenture Trustee. As to any fact or matter relating to the Charterer Borrower the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Borrower, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee Borrower is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee it pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee Borrower with respect thereto. In the administration of the trusts trust hereunder, the Indenture Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may, at the expense of the Indenture Estate may consult Estate, advise with counsel, accountants and other skilled Persons persons to be selected and retained by it, and the Borrower and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the The Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the The Indenture Trustee may accept a copy of a resolution of, in the case of the Board Issuer, and in the case of Directors or any other party to any Operative Agreement, the governing body of any party to the Participation Agreement or other Operative Agreementsuch Person, certified by the Secretary or any Assistant Secretary thereof in an accompanying Officer's Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Manager or the Administrator upon written request such information and copies of such documents as the Indenture Trustee may have and as are necessary for the Manager or the Administrator to perform its duties under Articles II and III hereof. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Issuer is authorized by the Trust Agreement its constitutional documents to enter into this Master Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust Issuer with respect thereto. The Owner Trust Indenture Trustee shall assumenot be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the Direction of the Holders in accordance herewith relating to the time, method and shall be fully protected in assuming, that place of conducting any proceeding for any remedy available to the Indenture Trustee is authorized to enter into Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Master Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect theretoany Series Supplement. In the administration of the trusts hereunder, the The Indenture Trustee may execute any of the trusts or powers hereof and hereunder or perform its powers and any duties hereunder either directly or by or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons to be selected and retained by itor a custodian or nominee, and the Indenture Trustee shall not be liable responsible for anything doneany misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. The Indenture Trustee may consult with counsel as to any matter relating to this Master Indenture and any Opinion of Counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Master Indenture, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or Direction of any of the Holders, pursuant to the provisions of this Master Indenture, unless such Holders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Master Indenture shall in any event require the Indenture Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Administrator under this Master Indenture and any Series Supplement or any of the Operative Agreements. The Indenture Trustee shall not be liable for any losses or Taxes (except for Taxes relating to any compensation, fees or commissions of any entity acting in its capacity as Indenture Trustee hereunder) or in connection with the selection of Permitted Investments or for any investment losses resulting from Permitted Investments unless the entity that is the Indenture Trustee is the issuer or the obligor of such a Permitted Investment. When the Indenture Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.01(f) or 4.01(g) hereof, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors' rights generally. The Indenture Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Indenture Trustee obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Issuer, the Administrator or Noteholders owning Equipment Notes aggregating not less than 10% of the Outstanding Principal Balance of the Equipment Notes. The Indenture Trustee shall have no duty to monitor the performance of the Issuer, the Manager, the Administrator or any other party to the Operative Agreements, nor shall it have any liability in connection with the malfeasance or nonfeasance by such parties. The Indenture Trustee shall have no liability in connection with compliance by the Issuer, the Manager, the Administrator or any Lessee under a Lease with statutory or regulatory requirements related to any Railcar or any Lease. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to any Railcar or any Lease or the validity or sufficiency of any assignment or other disposition of any Railcar or any Lease. The Indenture Trustee shall not be liable for any error of judgment reasonably made in good faith by an officer or officers of the Indenture Trustee, unless it shall be determined by a court of competent jurisdiction in a non-appealable judgment that the Indenture Trustee was negligent in making such judgment. Except as expressly set forth in the Operative Agreements, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper document, unless any such Operative Agreement directs the Indenture Trustee to make such investigation. The Indenture Trustee shall have no obligation to invest and reinvest any cash held in the Indenture Accounts in the absence of timely and specific written investment direction from the Administrator or as expressly provided herein. In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon in accordance with the written advice or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as the Operative Agreements. The Indenture Trustee shall have exercised due care no liability in selecting such Person)respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity in accordance with the Operative Agreements or by any other Person or the failure of the Administrator to provide timely written investment direction.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture (a) The Security Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Security Trustee may accept a copy of a resolution of the Board of Directors board or other governing body of any party to the Participation this Agreement or other Operative Agreementany Related Document, certified by the Secretary or any an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described hereinin this Agreement, the Owner Trust Security Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on on, and shall be fully protected in acting or refraining from acting upon, a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Security Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Security Trustee shall furnish to each Service Provider upon request such information and copies of such documents as the Security Trustee may have and as are necessary for such Service Provider to perform its duties under the applicable Related Documents. The Security Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust each other party to this Agreement is authorized by the Trust Agreement its constitutional documents to enter into this Indenture Agreement and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereofof this Agreement, and shall not inquire into the authorization of the Owner Trust such party with respect thereto. . (b) The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Security Trustee may execute any of the trusts powers hereunder or powers hereof and perform its powers and any duties hereunder under this Agreement either directly or by or through agents (including financial advisors) or attorneys or a custodian or nominee, and at the expense of Security Trustee shall not be responsible for any misconduct or negligence on the Indenture Estate part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (c) The Security Trustee may consult with counsel, accountants and other skilled Persons any opinion of counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement in good faith and in accordance with such advice or opinion of counsel. (d) The Security Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or in relation hereto, at the request, order or direction of any of the Secured Parties, pursuant to the provisions of this Agreement, unless such Secured Party shall have offered to the Security Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be selected and retained by incurred therein or thereby. (e) The Security Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it, and none of the Indenture provisions contained in this Agreement shall in any event require the Security Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Cash Manager under any of the Related Documents. (f) The Security Trustee shall not be liable for anything doneany Costs, suffered Taxes or omitted the selection of Permitted Account Investments or for any investment losses resulting from Permitted Account Investments. (g) When the Security Trustee incurs expenses or renders services in good faith by it connection with an exercise of remedies specified in accordance Section 3.01 or during a case or proceeding described in Section 7.03(a), such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. (h) The Security Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Security Trustee obtains actual knowledge of such event or the Security Trustee receives written advice notice of such event from any of the Secured Parties or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence the Cash Manager. (so long as the Indenture i) The Security Trustee shall have exercised due care no duty to monitor the performance of the Issuer, the Cash Manager or any other party to the Related Documents, nor shall it have any liability in selecting connection with the appointment of the Cash Manager, or the malfeasance or nonfeasance by such Person)parties. The Security Trustee shall have no liability in connection with non-compliance by the Issuer, the Cash Manager or any lessee under a Lease with statutory or regulatory requirements related to the Collateral, any Aircraft or any Lease. The Security Trustee shall not make or be deemed to have made any representations or warranties with respect to the Collateral, any Aircraft or any Lease or the validity or sufficiency of any assignment or other disposition of the Collateral, any Aircraft, or any Lease.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the The Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the The Indenture Trustee may accept a copy of a resolution of, in the case of the Board Issuer, and in the case of Directors or any other party to any Operative Agreement, the governing body of any party to the Participation Agreement or other Operative Agreementsuch Person, certified by the Secretary or any Assistant Secretary thereof in an accompanying Officer’s Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Manager or the Administrator upon written request such information and copies of such documents as the Indenture Trustee may have and as are necessary for the Manager or the Administrator to perform its duties under Articles II and III hereof. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Issuer is authorized by the Trust Agreement its constitutional documents to enter into this Master Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust Issuer with respect thereto. The Owner Trust Indenture Trustee shall assumenot be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the Direction of the Holders in accordance herewith relating to the time, method and shall be fully protected in assuming, that place of conducting any proceeding for any remedy available to the Indenture Trustee is authorized to enter into Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Master Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect theretoany Series Supplement. In the administration of the trusts hereunder, the The Indenture Trustee may execute any of the trusts or powers hereof and hereunder or perform its powers and any duties hereunder either directly or by or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons to be selected and retained by itor a custodian or nominee, and the Indenture Trustee shall not be liable responsible for anything doneany misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. The Indenture Trustee may consult with counsel as to any matter relating to this Master Indenture and any Opinion of Counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Master Indenture, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or Direction of any of the Holders, pursuant to the provisions of this Master Indenture, unless such Holders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Master Indenture shall in any event require the Indenture Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Administrator under this Master Indenture and any Series Supplement or any of the Operative Agreements. The Indenture Trustee shall not be liable for any losses or Taxes (except for Taxes relating to any compensation, fees or commissions of any entity acting in its capacity as Indenture Trustee hereunder) or in connection with the selection of Permitted Investments or for any investment losses resulting from Permitted Investments unless the entity that is the Indenture Trustee is the issuer or the obligor of such a Permitted Investment. When the Indenture Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.01(f) or 4.01(g) hereof, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. The Indenture Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Indenture Trustee obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Issuer, the Administrator or Noteholders owning Equipment Notes aggregating not less than 10% of the Outstanding Principal Balance of the Equipment Notes. The Indenture Trustee shall have no duty to monitor the performance of the Issuer, the Manager, the Administrator or any other party to the Operative Agreements, nor shall it have any liability in connection with the malfeasance or nonfeasance by such parties. The Indenture Trustee shall have no liability in connection with compliance by the Issuer, the Manager, the Administrator or any Lessee under a Lease with statutory or regulatory requirements related to any Railcar or any Lease. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to any Railcar or any Lease or the validity or sufficiency of any assignment or other disposition of any Railcar or any Lease. The Indenture Trustee shall not be liable for any error of judgment reasonably made in good faith by an officer or officers of the Indenture Trustee, unless it shall be determined by a court of competent jurisdiction in a non-appealable judgment that the Indenture Trustee was negligent in making such judgment. Except as expressly set forth in the Operative Agreements, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper document, unless any such Operative Agreement directs the Indenture Trustee to make such investigation. The Indenture Trustee shall have no obligation to invest and reinvest any cash held in the Indenture Accounts in the absence of timely and specific written investment direction from the Administrator or as expressly provided herein. In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon in accordance with the written advice or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as the Operative Agreements. The Indenture Trustee shall have exercised due care no liability in selecting such Person)respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity in accordance with the Operative Agreements or by any other Person or the failure of the Administrator to provide timely written investment direction.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the The Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the The Indenture Trustee may accept a copy of a resolution of, in the case of the Board Issuer, and in the case of Directors or any other party to any Operative Agreement, the governing body of any party to the Participation Agreement or other Operative Agreementsuch Person, certified by the Secretary or any Assistant Secretary thereof in an accompanying Officer’s Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Manager or the Administrator upon written request such information and copies of such documents as the Indenture Trustee may have and as are necessary for the Manager or the Administrator to perform its duties under Articles II and III hereof. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Issuer is authorized by the Trust Agreement its constitutional documents to enter into this Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust Issuer with respect thereto. The Owner Trust Indenture Trustee shall assumenot be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the Direction of the Holders in accordance herewith relating to the time, method and shall be fully protected in assuming, that place of conducting any proceeding for any remedy available to the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by Trustee, or exercising any trust or power conferred upon the Indenture Trustee pursuant to the provisions hereofTrustee, and shall not inquire into the authorization of the Indenture Trustee with respect theretounder this Indenture. In the administration of the trusts hereunder, the The Indenture Trustee may execute any of the trusts or powers hereof and hereunder or perform its powers and any duties hereunder either directly or by or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons to be selected and retained by itor a custodian or nominee, and the Indenture Trustee shall not be liable responsible for anything doneany misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. The Indenture Trustee may consult with counsel as to any matter relating to this Indenture and any Opinion of Counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or Direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Administrator under this Indenture or any of the Operative Agreements. The Indenture Trustee shall not be liable for any losses or Taxes (except for Taxes relating to any compensation, fees or commissions of any entity acting in its capacity as Indenture Trustee hereunder) or in connection with the selection of Permitted Investments or for any investment losses resulting from Permitted Investments. When the Indenture Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.01(f) or 4.01(g) hereof, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. The Indenture Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Indenture Trustee obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Issuer, the Administrator or Noteholders owning Equipment Notes aggregating not less than 10% of the Outstanding Principal Balance of the Equipment Notes. The Indenture Trustee shall have no duty to monitor the performance of the Issuer, the Manager, the Administrator or any other party to the Operative Agreements, nor shall it have any liability in connection with the malfeasance or nonfeasance by such parties. The Indenture Trustee shall have no liability in connection with compliance by the Issuer, the Manager, the Administrator or any Lessee under a Lease with statutory or regulatory requirements related to any Railcar or any Lease. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to any Railcar or any Lease or the validity or sufficiency of any assignment or other disposition of any Railcar or any Lease. The Indenture Trustee shall not be liable for any error of judgment reasonably made in good faith by an officer or officers of the Indenture Trustee, unless it shall be determined by a court of competent jurisdiction in a non-appealable judgment that the Indenture Trustee was negligent in making such judgment. Except as expressly set forth in the Operative Agreements, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper document, unless any such Operative Agreement directs the Indenture Trustee to make such investigation. The Indenture Trustee shall have no obligation to invest and reinvest any cash held in the Indenture Accounts in the absence of timely and specific written investment direction from the Administrator or as expressly provided herein. In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon in accordance with the written advice or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as the Operative Agreements. The Indenture Trustee shall have exercised due care no liability in selecting such Person)respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity in accordance with the Operative Agreements or by any other Person or the failure of the Administrator to provide timely written investment direction.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative AgreementDocument, certified by the Secretary or any Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate of the relevant party as to such fact or matter, and such Officer's Certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons to be selected and retained by it, and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person), provided that, so long as no Charter Event of Default shall have occurred and be continuing, no such Persons (other than counsel to the Indenture Trustee or its accountants) shall be retained by the Indenture Trustee without the consent of the Charterer, such consent not to be unreasonably withheld.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture (a) The Security Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall not incur any liability to anyone in as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Security Trustee may accept a copy of a resolution of the Board of Directors board or other governing body of any party to the Participation this Agreement or other Operative Agreementthe Indenture, certified by the Secretary or any an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described hereinin this Agreement, the Owner Trust Security Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof rely conclusively rely, and shall be fully protected in acting or refraining from acting, on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Security Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it them in good faith in reliance thereon. The Indenture Security Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust each other party to this Agreement is authorized by the Trust Agreement its constitutional documents to enter into this Indenture Agreement and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereofof this Agreement, and shall not inquire into the authorization of the Owner Trust such party with respect thereto. . (b) The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Security Trustee may execute any of the trusts or powers hereof and perform its powers and hereunder or perform any duties hereunder under this Agreement either directly or by or through agents agents, including financial advisors, or attorneys and at or a custodian or nominee, provided, however, that the expense appointment of any agent shall not relieve the Indenture Estate Security Trustee of its responsibilities or liabilities hereunder. (c) The Security Trustee may consult with counsel and any opinion of counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement in good faith and in accordance with such advice or opinion of counsel. (d) The Security Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, accountants or to institute, conduct or defend any litigation under this Agreement or in relation hereto, at the request, order or direction of any of the Secured Parties, pursuant to the provisions of this Agreement, unless such Secured Party shall have offered to the Security Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and other skilled Persons to liabilities which may be selected and retained by it, and the Indenture incurred therein or thereby. (e) The Security Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Security Trustee to perform, or be responsible or liable for anything donethe manner of performance of, suffered any obligations of any Grantor under this Agreement or omitted the other Security Documents. (f) If the Security Trustee incurs expenses or renders services in good faith connection with an exercise of remedies specified in Section 3.01, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. (g) The Security Trustee shall not be deemed to have notice or knowledge of an Event of Default or an Enforcement Event unless the Security Trustee obtains actual knowledge of such event or receives written notice of such event from the Issuer, a Grantor, the Trustee or the holders of at least 25% in principal amount of all Secured Notes at the time Outstanding. (h) The Security Trustee shall not have any duty to monitor the performance of any Grantor or any other party to this Agreement, nor shall the Security Trustee have any liability in connection with malfeasance or nonfeasance by it such parties. The Security Trustee shall not have any liability in connection with compliance by any Grantor or any Lessee under a Lease with statutory or regulatory requirements related to the Collateral, any Pool Aircraft or any Lease. The Security Trustee shall not make or be deemed to have made any representations or warranties with respect to the Collateral, any Pool Aircraft or any Lease or the validity or sufficiency of any assignment or other disposition of the Collateral, any Pool Aircraft or any Lease. (i) The Security Trustee shall, without the need for any direction or consent or other action of or by the Trustee, any Holders of the Secured Notes or any other Person, (i) execute and deliver, approve of, consent to, file, record or register, as applicable, all amendments, modifications and supplements to this Agreement and/or the other Security Documents, or other instrument or document relating to this Agreement and/or the other Security Documents, contemplated or required to be executed, approved, consented to, filed, recorded or registered, as applicable, by the Security Trustee in accordance with the written advice terms of this Agreement (whether pursuant to Article II or written opinion VIII hereof or otherwise) and (ii) release the Security Trustee’s security interest (including International Interests) in and liens on the Collateral, or applicable portion thereof, in accordance with the terms of any this Agreement (whether pursuant to Article II or VIII hereof or otherwise), and shall, at the Issuer’s expense, execute and deliver to the Issuer and the relevant Grantor all documents, and take such counselactions, accountant that the Issuer or other skilled Person acting within such Person's area the relevant Grantor shall reasonably request to evidence the Security Trustee’s release of competence the Collateral, or applicable portion thereof, in accordance with the terms of this Agreement (so long as the Indenture Trustee shall have exercised due care in selecting such Personwhether pursuant to Article II or VIII hereof or otherwise).

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust Trustee nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the The Owner Trust or Trustee and the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Refunding Agreement, certified by the Secretary or any an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to the aggregate unpaid Principal Amount of Equipment Notes outstanding as of any date, the Owner Trustee may for all purposes hereof Trust Indenture rely on a certificate signed by any Vice President or other authorized corporate trust officer of the Indenture Trustee. As to any fact or matter relating to the Charterer Lessee the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or Trustee and the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it them in good faith in reliance thereon, but in the case of any such certificate, the Owner Trustee and the Indenture Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Indenture. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Owner Trustee and the Indenture Trustee each may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or (except in the case of the Indenture Trustee's obligations under the third sentence of Section 2.04(a)) through agents or attorneys and shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care hereunder. The Indenture Trustee may, at the expense of the Trust Indenture Estate may Estate, consult with counsel, accountants and other skilled Persons to be selected and retained by it, and the Owner Trustee and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it them in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)Persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust Trustee nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the The Owner Trust or Trustee and the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Agreement, certified by the Secretary or any an Assistant Secretary or other Responsible Officer thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to the aggregate unpaid principal amount of Equipment Notes outstanding as of any date, the Owner Trustee may for all purposes hereof rely on a certificate signed by any Vice President or other authorized corporate trust officer of the Indenture Trustee. As to any fact or matter relating to the Charterer Lessee the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or Trustee and the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it them in good faith in reliance thereon. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Owner Trustee and the Indenture Trustee each may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may, at the expense of the Indenture Estate may consult Estate, advise with counsel, accountants and other skilled Persons persons to be selected and retained by it, and the Owner Trustee and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it them in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture The Loan Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Loan Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Agreement, certified by the Secretary or any an Assistant Secretary thereof of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Loan Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Owner, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Loan Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Indenture Estate may Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, and prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Indenture Event of Default exists, the Indenture Loan Trustee shall obtain the Owner’s consent (such consent not to be unreasonably withheld). The Loan Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person Persons acting within such counsel’s, accountants’ or Person's ’s area of competence (so long as the Indenture Loan Trustee shall have exercised due reasonable care and judgment in selecting such PersonPersons).

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the Owner Trust or the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party applicable Trustee, and such certificate shall constitute full protection to the Participation Agreement Subordination Agent for any action taken or other Operative Agreement, certified omitted to be taken by the Secretary or any Assistant Secretary thereof as duly adopted and it in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is good faith in full force and effectreliance thereon. As to any fact or matter relating to the Charterer Liquidity Providers, the Policy Provider or the Trustees the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee Subordination Agent may for all purposes hereof rely on an Officer's Certificate a certificate, signed by any Responsible Officer of the relevant party applicable Liquidity Provider, Policy Provider or Trustee, as the case may be, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Owner Trust is Liquidity Providers, the Policy Provider and each of the Trustees are authorized by the Trust Agreement to enter into this Indenture Agreement and to take all action to be taken by the Owner Trust them pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization each of the Indenture Trustee Liquidity Providers, the Policy Provider and the Trustees with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee Subordination Agent may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it, and the Indenture Trustee Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture The Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Trustee may accept a copy of a resolution of, in the case of the Board Issuer, a Manager and, in the case of Directors or any other party to any Related Document, the governing body of any party to the Participation Agreement or other Operative Agreementsuch Person, certified by the Secretary or any Assistant Secretary thereof in an accompanying Officer’s Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture To the extent not otherwise specifically provided herein, the Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Issuer is authorized by the Trust Agreement its constitutional documents to enter into this Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust Issuer with respect thereto. To the extent not otherwise specifically provided herein, the Trustee shall furnish to the Servicer upon written request such information and copies of such documents as the Trustee may have and as are necessary for the Servicer to perform its duties under Articles II and III hereof or otherwise. The Owner Trust Trustee shall assume, and shall not be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and liable for any action it takes or omits to take all action in good faith that it believes to be taken by authorized or within its rights or powers or for any action it takes or omits to take in accordance with the Indenture Trustee pursuant direction of the Holders in accordance with Section 4.12 hereof relating to the provisions hereoftime, method and shall not inquire into place of conducting any proceeding for any remedy available to the authorization of Trustee, or exercising any trust or power conferred upon the Indenture Trustee with respect theretoTrustee, under this Indenture. In the administration of the trusts hereunder, the Indenture The Trustee may execute any of the trusts or powers hereof and hereunder or perform its powers and any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and at the expense of Trustee shall not be responsible for any misconduct or negligence on the Indenture Estate part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. The Trustee may consult with counselcounsel as to any matter relating to this Indenture and any Opinion of Counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, accountants or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and other skilled Persons liabilities which may be incurred therein or thereby. The Trustee shall not be required to be selected and retained by expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Servicer under this Indenture or any of the Related Documents. The Trustee shall not be liable for anything doneany Losses or Taxes (except for Taxes relating to any compensation, suffered fees or omitted commissions of any entity acting in good faith by it its capacity as Trustee hereunder) or in accordance connection with the selection of Eligible Investments or for any investment losses resulting from Eligible Investments. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.01(e) or 4.01(f) hereof, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. The Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Trustee obtains actual knowledge of such event or the Trustee receives written advice notice of such event from the Issuer, the Servicer or written opinion Noteholders owning Notes aggregating not less than 10% of any such counsel, accountant or other skilled Person acting within such Person's area the Outstanding Principal Balance of competence (so long as the Indenture Notes. The Trustee shall have exercised due care no duty to monitor the performance of the Issuer, the Servicer or any other party to the Related Documents, nor shall it have any liability in selecting connection with the malfeasance or nonfeasance by such Person)parties.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture The Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) may conclusively rely upon and shall incur any be fully protected and Incur no liability to anyone in acting or refraining from acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either The Trustee shall have no obligation to confirm the veracity of the Owner Trust or the Indenture content of any such item provided to it (absent manifest error). The Trustee may accept a copy of a resolution of, in the case of the Issuer, the Board and, in the case of Directors or any other party to any Related Document, the governing body of any party to the Participation Agreement or other Operative Agreementsuch Person, certified by the Secretary or any Assistant Secretary thereof in an accompanying Officer’s Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Administrative Agent upon written request such information and copies of such documents as the Trustee may have and as are necessary for the Administrative Agent to perform its duties under Articles II and III hereof. The Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Issuer is authorized by the Trust Agreement its constitutional documents to enter into this Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust Issuer with respect thereto. The Owner Trust Trustee shall assume, and shall not be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and liable for any action it takes or omits to take all action in good faith that it believes to be taken by authorized or within its rights or powers or for any action it takes or omits to take in accordance with the Indenture Trustee pursuant direction of the Controlling Party, in accordance with Section 4.12 hereof relating to the provisions hereoftime, method and shall not inquire into place of conducting any proceeding for any remedy available to the authorization of Trustee, or exercising any trust or power conferred upon the Indenture Trustee with respect theretoTrustee, under this Indenture. In the administration of the trusts hereunder, the Indenture The Trustee may execute any of the trusts or powers hereof and hereunder or perform its powers and any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and at the expense of Trustee shall not be responsible for any misconduct or negligence on the Indenture Estate part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. The Trustee may consult with counselcounsel as to any matter relating to this Indenture and any Opinion of Counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, accountants or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and other skilled Persons liabilities which may be Incurred therein or thereby (the basis of such costs, expenses or liability, if in respect of any third party liability, shall be supported by an Opinion of Counsel). The Trustee shall not be required to be selected and retained by expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Administrative Agent under this Indenture or any of the Related Documents. The Trustee shall not be liable for anything doneany Costs or Taxes (except for Taxes relating to any compensation, suffered fees or omitted commissions of any entity acting in good faith by it its capacity as Trustee hereunder) or in accordance connection with the selection of Permitted Account Investments or for any investment losses resulting from Permitted Account Investments. When the Trustee Incurs expenses or renders services in connection with an Event of Default specified in Section 4.01(e) or 4.01(f) hereof, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. The Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Trustee obtains actual knowledge of such event, including receiving written advice notice of such event from the Issuer, the Administrative Agent, the Policy Provider or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as the Indenture Holder. The Trustee shall have exercised due care no duty to monitor the performance of the Issuer, the Cash Manager or any other party to the Related Documents, nor shall it have any liability in selecting connection with the malfeasance or nonfeasance by such Person)parties. The Trustee shall have no liability in connection with the appointment of the Administrative Agent or compliance by the Issuer, the Administrative Agent, the Cash Manager or any lessee under a Lease with statutory or regulatory requirements related to any Aircraft or any Lease. The Trustee shall have no obligation, or liability in respect thereto, to verify or recalculate any of the determinations made by the Administrative Agent pursuant to the Related Documents. The Trustee shall not make or be deemed to have made any representations or warranties with respect to any Aircraft or any Lease or the validity or sufficiency of any assignment or other disposition of any Aircraft or any Lease.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture The Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to any Deal Document (including the Participation Agreement or other Operative AgreementIssuer), certified by the Secretary or any Assistant Secretary thereof in an accompanying Officer’s Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture To the extent not otherwise specifically provided herein, the Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Issuer is authorized by the Trust Agreement its constitutional documents to enter into this Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, hereof and shall not be required to inquire into the authorization of the Owner Trust Issuer with respect thereto. To the extent not otherwise specifically provided herein, the Trustee shall furnish to the Issuer or the Servicer upon written request such information and copies of such documents as the Trustee may have and as are necessary for the Issuer or any such Servicer to perform its duties under Article II and Article III or otherwise. The Owner Trust Trustee shall assume, and shall not be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and liable for any action it takes or omits to take all action in good faith that it believes to be taken by authorized or within its rights or powers or for any action it takes or omits to take in accordance with the Indenture Trustee pursuant Direction of the Noteholders in accordance with Section 4.12 relating to the provisions hereoftime, method and shall not inquire into place of conducting any proceeding for any remedy available to the authorization of Trustee, or exercising any trust, right or power conferred upon the Indenture Trustee with respect theretoTrustee, under any Transaction Document. In the administration of the trusts hereunder, the Indenture The Trustee may execute any of the trusts or powers hereof and hereunder or perform its powers and any duties hereunder or under any other Transaction Document either directly or by or through agents or attorneys or a custodian or nominee, and at the expense of Trustee shall not be responsible for any misconduct or negligence on the Indenture Estate part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. The Trustee may consult with counselcounsel as to any matter relating to this Indenture or any other Transaction Document and any Opinion of Counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or any other Transaction Document, accountants or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or Direction of any of the Noteholders, pursuant to the provisions of this Indenture or any other Transaction Document, unless such Noteholders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may be incurred therein or thereby. The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any other skilled Persons Transaction Document, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to be selected and retained by it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture or any other Transaction Document shall in any event require the Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Servicer under this Indenture or any of the other Transaction Documents. The Trustee shall not be liable for anything doneany Losses or Taxes (except for Taxes relating to any compensation, fees or commissions of any entity acting in its capacity as Trustee hereunder) or in connection with the selection of Eligible Investments or for any investment losses resulting from Eligible Investments. When the Trustee incurs expenses or renders services in connection with an Acceleration Default, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. The Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Trustee obtains actual knowledge of such event or has received written notice of such event at its Corporate Trust Office from the Issuer, the Servicer or Noteholders of not less than 10% of the Outstanding Principal Balance of the Notes. The Trustee shall have no duty to monitor the performance of the Issuer, the Servicer or any other party to the Deal Documents, nor shall it have any liability in connection with the malfeasance or nonfeasance by such parties. Whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder or under any other Transaction Document, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a certificate signed by a Responsible Officer of the Issuer and delivered to the Trustee, and such certificate, in the absence of gross negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted in good faith by it in accordance with under the written advice provisions of this Indenture or written opinion of any such counselother Transaction Document upon the faith thereof. Except as provided expressly hereunder, accountant or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care no obligation to invest and reinvest any cash held in selecting the Accounts in the absence of timely and specific written investment direction by or on behalf of the Issuer. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Issuer to provide timely written investment direction. When the Trustee incurs expenses after the occurrence of a Default specified in Section 4.1 with respect to the Issuer, if the surviving entity has failed to honor such Person)obligation, the expenses are intended to constitute expenses of administration under any insolvency law or under the Bankruptcy Code.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust Trustee nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the The Owner Trust or Trustee and the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the any Participation Agreement or other Operative the Special Participation Agreement, certified by the Secretary or any an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect; provided that the Owner Trustee shall accept the same as conclusive evidence of adoption and that the same are in full and force and effect in respect of the resolutions delivered pursuant to Section 2.1(c) (vii) of the Participation Agreement. As to the aggregate unpaid principal amount of Certificates outstanding as of any date, the Owner Trustee may for all purposes hereof rely on a certificate signed by any Vice President or other authorized corporate trust officer of the Indenture Trustee. As to any fact or matter relating to the Charterer Lessee the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or Trustee and the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it them in good faith in reliance thereon. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Owner Trustee and the Indenture Trustee each may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may, at the expense of the Indenture Estate may consult Estate, advise with counsel, accountants and other skilled Persons TRUST INDENTURE persons to be selected and retained by it, and the Owner Trustee and the Indenture Trustee shall not riot be liable for anything done, suffered or omitted in good faith by it them in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture The Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) may conclusively rely upon and shall incur any be fully protected and Incur no liability to anyone in acting or refraining from acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either The Trustee shall have no obligation to confirm the veracity of the Owner Trust or the Indenture content of any such item provided to it (absent manifest error). The Trustee may accept a copy of a resolution of, in the case of the Issuer, the Board and, in the case of Directors or any other party to any Related Document, the governing body of any party to the Participation Agreement or other Operative Agreementsuch Person, certified by the Secretary or any Assistant Secretary thereof in an accompanying Officer's Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Administrative Agent upon written request such information and copies of such documents as the Trustee may have and as are necessary for the Administrative Agent to perform its duties under Articles II and III hereof. The Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Issuer is authorized by the Trust Agreement its constitutional documents to enter into this Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust Issuer with respect thereto. The Owner Trust Trustee shall assume, and shall not be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and liable for any action it takes or omits to take all action in good faith that it believes to be taken by authorized or within its rights or powers or for any action it takes or omits to take in accordance with the Indenture Trustee pursuant direction of the Controlling Party, in accordance with Section 4.12 hereof relating to the provisions hereoftime, method and shall not inquire into place of conducting any proceeding for any remedy available to the authorization of Trustee, or exercising any trust or power conferred upon the Indenture Trustee with respect theretoTrustee, under this Indenture. In the administration of the trusts hereunder, the Indenture The Trustee may execute any of the trusts or powers hereof and hereunder or perform its powers and any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and at the expense of Trustee shall not be responsible for any misconduct or negligence on the Indenture Estate part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. The Trustee may consult with counselcounsel as to any matter relating to this Indenture and any Opinion of Counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, accountants or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and other skilled Persons liabilities which may be Incurred therein or thereby (the basis of such costs, expenses or liability, if in respect of any third party liability, shall be supported by an Opinion of Counsel). The Trustee shall not be required to be selected and retained by expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Administrative Agent under this Indenture or any of the Related Documents. The Trustee shall not be liable for anything doneany Costs or Taxes (except for Taxes relating to any compensation, suffered fees or omitted commissions of any entity acting in good faith by it its capacity as Trustee hereunder) or in accordance connection with the selection of Permitted Account Investments or for any investment losses resulting from Permitted Account Investments. When the Trustee Incurs expenses or renders services in connection with an Event of Default specified in Section 4.01(e) or 4.01(f) hereof, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors' rights generally. The Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Trustee obtains actual knowledge of such event, including receiving written advice notice of such event from the Issuer, the Administrative Agent, the Policy Provider or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as the Indenture Holder. The Trustee shall have exercised due care no duty to monitor the performance of the Issuer, the Cash Manager or any other party to the Related Documents, nor shall it have any liability in selecting connection with the malfeasance or nonfeasance by such Person)parties. The Trustee shall have no liability in connection with the appointment of the Administrative Agent or compliance by the Issuer, the Administrative Agent, the Cash Manager or any lessee under a Lease with statutory or regulatory requirements related to any Aircraft or any Lease. The Trustee shall have no obligation, or liability in respect thereto, to verify or recalculate any of the determinations made by the Administrative Agent pursuant to the Related Documents. The Trustee shall not make or be deemed to have made any representations or warranties with respect to any Aircraft or any Lease or the validity or sufficiency of any assignment or other disposition of any Aircraft or any Lease.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture (a) The Security Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Security Trustee may accept a copy of a resolution of the Board of Directors board or other governing body of any party to the Participation this Agreement or other Operative Agreementany Related Document, certified by the Secretary or any an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described hereinin this Agreement, the Owner Trust Security Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Security Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Security Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust each other party to this Agreement is authorized by the Trust Agreement its constitutional documents to enter into this Indenture Agreement and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereofof this Agreement, and shall not inquire into the authorization of the Owner Trust such party with respect thereto. . (b) The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Security Trustee may execute any of the trusts powers hereunder or powers hereof and perform its powers and any duties hereunder under this Agreement either directly or by or through agents agents, including financial advisors, or attorneys or a custodian or nominee, and at the expense of Security Trustee shall not be responsible for any misconduct or negligence on the Indenture Estate part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (c) The Security Trustee may consult with counsel and any opinion of counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement in good faith and in accordance with such advice or opinion of counsel. (d) The Security Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, accountants or to institute, conduct or defend any litigation under this Agreement or in relation hereto, at the request, order or direction of any of the Secured Parties, pursuant to the provisions of this Agreement, unless such Secured Party shall have offered to the Security Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and other skilled Persons liabilities which may be incurred therein or thereby. (e) The Security Trustee shall not be required to be selected and retained by expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the Indenture provisions contained in this Agreement shall in any event require the Security Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Administrative Agent under any of the Related Documents. (f) The Security Trustee shall not be liable for anything doneany Costs, suffered Taxes or omitted in good faith by it in accordance with the written advice selection of Permitted Account Investments or written opinion of for any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)investment losses resulting from Permitted Account Investments.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the Owner Trust or the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party applicable Trustee, and such certificate shall constitute full protection to the Participation Agreement Subordination Agent for any action taken or other Operative Agreement, certified omitted to be taken by the Secretary or any Assistant Secretary thereof as duly adopted and it in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is good faith in full force and effectreliance thereon. As to any fact or matter relating to the Charterer Liquidity Providers, the Policy Provider or the Trustees the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee Subordination Agent may for all purposes hereof rely on an Officer's Certificate a certificate, signed by any Responsible Officer of the relevant party applicable Liquidity Provider, Policy Provider or Trustee, as the case may be, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Owner Trust is Liquidity Providers, the Policy Provider and each of the Trustees are authorized by the Trust Agreement to enter into this Indenture Agreement and to take all action to be taken by the Owner Trust them pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization each of the Indenture Trustee Liquidity Providers, the Policy Providers and Trustees with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee Subordination Agent may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it, and the Indenture Trustee Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture The Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) may conclusively rely and shall be fully protected and incur any no liability to anyone in acting or refraining from acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either The Trustee shall have no obligation to confirm the veracity of the Owner Trust or the Indenture content of any such item provided to it (absent manifest error). The Trustee may accept a copy of a resolution of, in the case of the Issuer, the Board and, in the case of Directors or any other party to any Related Document, the governing body of any party to the Participation Agreement or other Operative Agreementsuch Person, certified by the Secretary or any Assistant Secretary thereof in an accompanying Officer’s Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Cash Manager upon written request such information and copies of such documents as the Trustee may have and as are necessary for the Cash Manager to perform its duties under Articles II and III hereof. The Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Issuer is authorized by the Trust Agreement its constitutional documents to enter into this Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust Issuer with respect thereto. The Owner Trust Trustee shall assume, and shall not be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and liable for any action it takes or omits to take all action in good faith that it believes to be taken by authorized or within its rights or powers or for any action it takes or omits to take in accordance with the Indenture Trustee pursuant direction of the Controlling Party, in accordance with Section 4.12 relating to the provisions hereoftime, method and shall not inquire into place of conducting any proceeding for any remedy available to the authorization of Trustee, or exercising any trust or power conferred upon the Indenture Trustee with respect theretoTrustee, under this Indenture. In the administration of the trusts hereunder, the Indenture The Trustee may execute any of the trusts or powers hereof and hereunder or perform its powers and any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and at the expense of Trustee shall not be responsible for any misconduct or negligence on the Indenture Estate part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. The Trustee may consult with counselcounsel as to any matter relating to this Indenture and any Opinion of Counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, accountants or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and other skilled Persons liabilities which may be Incurred therein or thereby (the basis of such costs, expense or liability, if in respect of any third party liability, shall be supported by an Opinion of Counsel). The Trustee shall not be required to be selected and retained by expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Cash Manager under this Indenture or any of the Related Documents. The Trustee shall not be liable for anything doneany Costs or Taxes (except for Taxes relating to any compensation, suffered fees or omitted commissions of any entity acting in good faith by it its capacity as Trustee hereunder) or in accordance connection with the selection of Permitted Account Investments or for any investment losses resulting from Permitted Account Investments or for the failure of the Issuer or Cash Manager to provide timely written advice direction. When the Trustee Incurs expenses or written opinion renders services in connection with an Event of Default specified in Section 4.01(e) or 4.01(f), such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. The Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Trustee obtains actual knowledge of such counselevent, accountant including receiving Written Notice of such event from the Issuer, the Policy Provider, the Cash Manager or other skilled Person acting within such Person's area of competence (so long as the Indenture any Holder. The Trustee shall have exercised due care no duty to monitor the performance of the Issuer, the Cash Manager or any other party to the Related Documents, nor shall it have any liability in selecting connection with the malfeasance or nonfeasance by such Person)parties. The Trustee shall have no liability in connection with the appointment of the Cash Manager or compliance by the Issuer and the Cash Manager or any lessee under a Lease with statutory or regulatory requirements related to any Aircraft or any Lease. The Trustee shall have no obligation, or liability in respect thereto, to verify or recalculate any of the determinations made by the Cash Manager pursuant to the Related Documents. The Trustee shall not make or be deemed to have made any representations or warranties with respect to any Aircraft or any Lease or the validity or sufficiency of any assignment or other disposition of any Aircraft or any Lease.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture (a) Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, endorsement on any Certificate, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party Person or partiesPersons. Either of the Owner Trust or the Indenture The Trustee may accept in good faith a copy of a resolution of the Board of Directors of the Lessee or other governing body of any party to the Participation Agreement or other Operative AgreementSublessee, certified by the Secretary or any Assistant Secretary a Responsible Officer thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by such Board and that the same is in full force and effect. As to the amount of any payment to which any Person is entitled pursuant to CLAUSES FIRST and SECOND of SECTION 5.2 hereof, the Trustee may for all purposes hereof rely on a certificate of such Person. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, or as to which the Owner Trust and Trustee shall deem it desirable to ascertain prior to taking, suffering or omitting any action hereunder, the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate a certificate of a Responsible Officer of the relevant party Lessee, Sublessee or other appropriate Person as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. . (b) In the administration of the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may, at the expense of the Indenture Trust Estate may (but subject to the priorities of payment set forth in ARTICLE V), consult with counsel, accountants and (with the prior approval of the Requisite Holders) other skilled Persons to be selected and retained by itit (other than Persons regularly in its employ), and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountants or other skilled Persons who are not officers or employees of the Trustee or any Affiliate thereof, so long as the Trustee shall have exercised due care in the good faith selection of such counsel, accountant or other skilled Person acting and such advice or opinion is within the scope of such Person's or Persons' particular area of competence (so long as professional competence, and the Indenture Trustee shall have exercised not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care in selecting such Person)by the Trustee hereunder.

Reliance; Agents; Advice of Counsel. Neither the Owner The Indenture ----------------------------------- Trust nor the Indenture Trustee (in their respective its individual or trust capacities for the purposes of this Section 7.05capacity) shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the The Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative AgreementDocument, certified by the Secretary or any Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer MCFT the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate of the relevant party MCFT as to such fact or matter, and such Officer's Certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their its individual or trust capacitiescapacity), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons to be selected and retained by it, and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by by, it in accordance with the written advice or written opinion of any such counsel, accountant or other skilled Person acting within such Person's ' s area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)Persons, provided that, so long as no Lease Event of Default shall have occurred and be -------- continuing, no such Persons (other than counsel to the Indenture Trustee or its accountants) shall be retained by the Indenture Trustee without the consent of the Lessee, such consent not to be unreasonably withheld.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture (a) The Security Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Security Trustee may accept a copy of a resolution of the Board of Directors board or other governing body of any party to the Participation Agreement this Agreement, any Engine Mortgage, any Lease Security Assignment or other Operative Agreementany Related Document, certified by the Secretary or any an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described hereinin this Agreement, any Engine Mortgage and any Lease Security Assignment, the Owner Trust Security Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on a certificate, and shall be fully protected in acting or refraining from acting upon, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Security Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Security Trustee shall furnish to each Service Provider upon request such information and copies of such documents as the Security Trustee may have and as are necessary for such Service Provider to perform its duties under the applicable Related Documents. The Security Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust each other party to this Agreement, any Engine Mortgage and any Lease Security Assignment is authorized by the Trust Agreement its organizational documents to enter into this Indenture Agreement, any such Engine Mortgage or any such Lease Security Assignment and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereofof this Agreement or such Engine Mortgage or such Lease Security Assignment, as applicable, and shall not inquire into the authorization of the Owner Trust such party with respect thereto. . (b) The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Security Trustee may execute any of the trusts powers hereunder or powers hereof and perform its powers and any duties hereunder under this Agreement, any Engine Mortgage or any Lease Security Assignment either directly or by or through agents agents, including financial advisors, or attorneys or a custodian or nominee, and at the expense of Security Trustee shall not be responsible for any misconduct or negligence on the Indenture Estate part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (c) The Security Trustee may consult with counsel, accountants and other skilled Persons any written opinion of counsel addressed to the Security Trustee or the Indenture Trustee shall be selected full and retained complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement, any Engine Mortgage or any Lease Security Assignment in good faith and in accordance with such opinion of counsel. (d) The Security Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, any Engine Mortgage or any Lease Security Assignment, or to institute, conduct or defend any litigation under this Agreement, any Engine Mortgage or any Lease Security Assignment or in relation hereto or thereto, at the request, order or direction of any of the Secured Parties, pursuant to the provisions of this Agreement, unless such Secured Party shall have offered to the Security Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby. (e) The Security Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the Indenture provisions contained in this Agreement, any Engine Mortgage or any Lease Security Assignment shall in any event require the Security Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of WEST or the Administrative Agent under any of the Related Documents. (f) The Security Trustee shall not be liable for anything doneany costs, suffered Taxes or omitted in good faith by it the selection of Permitted Investments made in accordance with this Agreement, the written advice or written opinion of any such counselEngine Mortgages, accountant or other skilled Person acting within such Person's area of competence (so long as the Lease Security Assignments and the Indenture or for any investment losses resulting from Permitted Investments made in accordance with this Agreement, the Engine Mortgages, the Lease Security Assignments and the Indenture. (g) When the Security Trustee incurs expenses or renders services in connection with an exercise of remedies specified in Section 5.01 or during an insolvency case or proceeding, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. (h) The Security Trustee shall not be charged with knowledge of an Indenture Event of Default unless a Responsible Officer of the Security Trustee obtains actual knowledge of such event or the Security Trustee receives written notice of such event from any of the Secured Parties or the Administrative Agent. (i) The Security Trustee shall have exercised due care no duty to monitor the performance of WEST, the Administrative Agent or any other party to the Related Documents, nor shall it have any liability in selecting connection with the appointment of the Administrative Agent, or the malfeasance or nonfeasance by such Person)parties. The Security Trustee shall have no liability in connection with non-compliance by WEST, the Administrative Agent or any Lessee under a Lease with statutory or regulatory requirements related to the Collateral, any Engine or any Lease. The Security Trustee shall not make or be deemed to have made any representations or warranties with respect to the Collateral, any Engine or any Lease or the validity or sufficiency of any assignment or other disposition of the Collateral, any Engine, or any Lease.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either As to the Pool Balance as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the Owner Trust or the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party Trustee, and such certificate shall constitute full protection to the Participation Agreement Subordination Agent for any action taken or other Operative Agreement, certified omitted to be taken by the Secretary or any Assistant Secretary thereof as duly adopted and it in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is good faith in full force and effectreliance thereon. As to any fact or matter relating to the Charterer Liquidity Provider or the Trustee the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee Subordination Agent may for all purposes hereof rely on an Officer's Certificate a certificate, signed by any Responsible Officer of the relevant party Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee Subordination Agent shall assume, and shall be fully protected in assuming, that the Owner Trust is Liquidity Provider and the Trustee are authorized by the Trust Agreement to enter into this Indenture Agreement and to take all action to be taken by the Owner Trust them pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that Liquidity Provider or the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee Subordination Agent may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it, and the Indenture Trustee Subordination Agent shall not be liable for the acts or omissions of any agent selected with due care or for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust Trustee nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the The Owner Trust or Trustee and the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Refunding Agreement, certified by the Secretary or any an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to the aggregate unpaid Principal Amount of Equipment Notes outstanding as of any date, the Owner Trustee may for all purposes hereof Trust Indenture 78 - 73 - rely on a certificate signed by any Vice President or other authorized corporate trust officer of the Indenture Trustee. As to any fact or matter relating to the Charterer Lessee the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or Trustee and the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it them in good faith in reliance thereon, but in the case of any such certificate, the Owner Trustee and the Indenture Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Indenture. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Owner Trustee and the Indenture Trustee each may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or (except in the case of the Indenture Trustee's obligations under the third sentence of Section 2.04(a)) through agents or attorneys and shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care hereunder. The Indenture Trustee may, at the expense of the Trust Indenture Estate may Estate, consult with counsel, accountants and other skilled Persons to be selected and retained by it, and the Owner Trustee and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it them in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)Persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture (a) The Security Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Security Trustee may accept a copy of a resolution of the Board of Directors board or other governing body of any party to the Participation Agreement this Agreement, any FAA Security Document or other Operative Agreementany Related Document, certified by the Secretary or any an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described hereinin this Agreement, or any FAA Security Document, the Owner Trust Security Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on a certificate, and shall be fully protected in acting or refraining from acting upon, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Security Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Security Trustee shall furnish to each Service Provider upon request such information and copies of such documents as the Security Trustee may have and as are necessary for such Service Provider to [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission perform its duties under the applicable Related Documents. The Security Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust each other party to this Agreement and any FAA Security Document is authorized by the Trust Agreement its organizational documents to enter into this Indenture Agreement, any such FAA Security Document and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereofof this Agreement or such FAA Security Document, as applicable, and shall not have any duty to inquire into the authorization of the Owner Trust such party with respect thereto. . (b) The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Security Trustee may execute any of the trusts powers hereunder or powers hereof and perform its powers and any duties hereunder under this Agreement or any FAA Security Document either directly or by or through agents agents, including financial advisors, or attorneys or a custodian or nominee, and at the expense of Security Trustee shall not be responsible for any misconduct or negligence on the Indenture Estate part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (c) The Security Trustee may consult with counsel and any opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement or any FAA Security Document in good faith and in accordance with such opinion or advice of such counsel. (d) The Security Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any FAA Security Document, accountants or to institute, conduct or defend any litigation under this Agreement or any FAA Security Document or in relation hereto or thereto, at the request, order or direction of any of the Secured Parties, pursuant to the provisions of this Agreement, unless such Secured Party shall have offered to the Security Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and other skilled Persons liabilities which may be incurred therein or thereby. (e) The Security Trustee shall not be required to be selected and retained by expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it, and none of the Indenture provisions contained in this Agreement or any FAA Security Document shall in any event require the Security Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer, the Administrative Agent or any other Person under any of the Related Documents. (f) The Security Trustee shall not be liable for anything doneany costs, suffered Taxes or omitted in good faith by it the selection of Permitted Investments made in accordance with this Agreement, the written advice or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as FAA Security Documents and the Indenture or for any investment losses resulting from Permitted Investments made in accordance with this Agreement, the FAA Security Documents and the Indenture. (g) When the Security Trustee incurs expenses or renders services in connection with an exercise of remedies specified in Section 5.01 or during an insolvency case or proceeding, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission (h) The Security Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Security Trustee obtains actual knowledge of such event or the Security Trustee receives written notice of such event from any of the Secured Parties or the Administrative Agent. (i) The Security Trustee shall have exercised due care no duty to (i) monitor the performance of the Issuer, the Administrative Agent or any other party to the Related Documents or (ii) monitor or maintain the priority or perfection of the security interest in selecting the Collateral, nor shall it have any liability in connection with the appointment of the Administrative Agent, or the malfeasance or nonfeasance by such Personparties. The Security Trustee shall have no liability in connection with non-compliance by the Issuer, the Administrative Agent, the Servicer or any Lessee under a Lease with statutory or regulatory requirements related to the Collateral, any Asset or any Lease. The Security Trustee shall not make or be deemed to have made any representations or warranties with respect to the Collateral, any Asset or any Lease or the validity or sufficiency of any assignment or other disposition of the Collateral, any Asset, or any Lease. (j) In no event shall the Security Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Security Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) In no event shall the Security Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or other similar catastrophic acts and interruptions, loss or malfunctions of utilities, communications or computer services.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust Trustee nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the The Owner Trust or Trustee and the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Refunding Agreement, certified by the Secretary or any an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to the aggregate unpaid Principal Amount of Equipment Notes outstanding as of any date, the Owner Trustee may for all purposes hereof rely on a certificate signed by any Vice President or other authorized corporate trust officer of the Indenture Trustee. As to any fact or matter relating to the Charterer Lessee the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or Trustee and the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it them in good faith in reliance thereon, but in the case of any such certificate, the Owner Trustee and the Indenture Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Indenture. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Owner Trustee and the Indenture Trustee each may execute any of Trust Indenture 85 - 80 - the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and, except that any such execution or performance shall not derogate from the Indenture Trustee's obligations under the third sentence of Section 2.04(a), the Indenture Trustee and the Owner Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care hereunder. The Indenture Trustee may, at the expense of the Trust Indenture Estate may Estate, consult with counsel, accountants and other skilled Persons to be selected and retained by it, and the Owner Trustee and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it them in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)Persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the Owner Trust or the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party applicable Trustee, and such certificate shall constitute full protection to the Participation Agreement Subordination Agent for any action taken or other Operative Agreement, certified omitted to be taken by the Secretary or any Assistant Secretary thereof as duly adopted and it in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is good faith in full force and effectreliance thereon. As to any fact or matter relating to the Charterer Liquidity Providers, the Policy Provider or the Trustees the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee Subordination Agent may for all purposes hereof rely on an Officer's Certificate a certificate, signed by any Responsible Officer of the relevant party applicable Liquidity Provider, the Policy Provider or Trustee, as the case may be, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Owner Trust is Liquidity Providers, the Policy Provider and each of the Trustees are authorized by the Trust Agreement to enter into this Indenture Agreement and to take all action to be taken by the Owner Trust them pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization each of the Indenture Trustee Liquidity Providers and each of the Trustees with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee Subordination Agent may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it, and the Indenture Trustee Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the The Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) ----------------------------------- shall incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the The Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Agreement, certified by the Secretary or any an Assistant Secretary thereof of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee may for all purposes hereof rely on a certificate, signed by an Officer's Certificate officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Owner Trustee upon request such information and copies of such documents as the Indenture Trustee may have and as are necessary for the Owner Trustee to perform its duties under Article II hereof. The Trust Indenture and Security Agreement (GARC II 98-A) Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall need not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may, at the reasonable expense of the Indenture Estate may Estate, consult with independent counsel, accountants and other skilled Persons persons to be selected and retained employed by it, and the Indenture Trustee shall not be liable for anything done, suffered suffered, or omitted in good faith by it in accordance with the written advice or written opinion of any such independent counsel, accountant accountants or other skilled Person persons acting within such Person's persons' area of competence (so long as the Indenture Trustee shall have exercised due reasonable care in selecting such Personpersons).

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the Owner Trust or the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party Trustee, and such certificate shall constitute full protection to the Participation Agreement Subordination Agent for any action taken or other Operative Agreement, certified omitted to be taken by the Secretary or any Assistant Secretary thereof as duly adopted and it in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is good faith in full force and effectreliance thereon. As to any fact or matter relating to the Charterer Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee Subordination Agent may for all purposes hereof rely on an Officer's Certificate a certificate, signed by any Responsible Officer of the relevant party applicable Liquidity Provider or the Trustee, as the case may be, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Owner Trust is Liquidity Providers and each of the Trustees are authorized by the Trust Agreement to enter into this Indenture Agreement and to take all action to be taken by the Owner Trust them pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization each of the Indenture Trustee Liquidity Providers and each of the Trustees with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee Subordination Agent may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it, and the Indenture Trustee Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust Trustee nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the The Owner Trust or Trustee and the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Refunding Agreement, certified by the Secretary or any an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to the aggregate unpaid Principal Amount of Equipment Notes outstanding as of any date, the Owner Trustee may for all purposes hereof rely on a certificate signed by any Vice President or other authorized corporate trust officer of the Indenture Trustee. As to any fact or matter relating to the Charterer Lessee the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or Trustee and the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it them in good faith in reliance thereon, but in the case of any such certificate, the Owner Trustee and the Indenture Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Indenture. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons to be selected and retained by it, and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person).respect

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture The Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Trustee may accept a copy of a resolution of, in the case of the Issuer, the Board and, in the case of Directors or any other party to any Related Document, the governing body of any party to the Participation Agreement or other Operative Agreementsuch Person, certified by the Secretary or any Assistant Secretary thereof in an accompanying Officer's Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof 108 101 conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Cash Manager or the Administrative Agent upon written request such information and copies of such documents as the Trustee may have and as are necessary for the Cash Manager or the Administrative Agent to perform its duties under Article II hereof. The Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Issuer is authorized by the Trust Agreement its constitutional documents to enter into this Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust Issuer with respect thereto. The Owner Trust Trustee shall assume, and shall not be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and liable for any action it takes or omits to take all action in good faith that it believes to be taken by authorized or within its rights or powers or for any action it takes or omits to take in accordance with the Indenture Trustee pursuant direction of the Holders in accordance with Section 4.12 hereof relating to the provisions hereoftime, method and shall not inquire into place of conducting any proceeding for any remedy available to the authorization of Trustee, or exercising any trust or power conferred upon the Indenture Trustee with respect theretoTrustee, under this Indenture. In the administration of the trusts hereunder, the Indenture The Trustee may execute any of the trusts or powers hereof and hereunder or perform its powers and any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and at the expense of Trustee shall not be responsible for any misconduct or negligence on the Indenture Estate part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. The Trustee may consult with counselcounsel as to any matter relating to this Indenture and any Opinion of Counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, accountants or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and other skilled Persons liabilities which may be incurred therein or thereby. The Trustee shall not be required to be selected and retained by expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Cash Manager under this Indenture or any of the Related Documents. 109 The Trustee shall not be liable for anything doneany Losses or Taxes (except for Taxes relating to any compensation, suffered fees or omitted commissions of any entity acting in good faith by it its capacity as Trustee hereunder) or in accordance connection with the selection of Permitted Account Investments or for any investment losses resulting from Permitted Account Investments. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.01(f) or 4.01(g) hereof, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors' rights generally. The Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Trustee obtains actual knowledge of such event or the Trustee receives written advice notice of such event from the Issuer, the Cash Manager or written opinion Noteholders owning Notes aggregating not less than 10% of any such counsel, accountant or other skilled Person acting within such Person's area the outstanding principal amount of competence (so long as the Indenture Notes. The Trustee shall have exercised due care no duty to monitor the performance of the Issuer, the Cash Manager or any other party to the Related Documents, nor shall it have any liability in selecting connection with the malfeasance or nonfeasance by such Person)parties. The Trustee shall have no liability in connection with compliance by the Issuer, the Cash Manager or any lessee under a Lease with statutory or regulatory requirements related to any Aircraft or any Lease. The Trustee shall not make or be deemed to have made any representations or warranties with respect to any Aircraft or any Lease or the validity or sufficiency of any assignment or other disposition of any Aircraft or any Lease.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture (a) The Security Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Security Trustee may accept a copy of a resolution of the Board of Directors board or other governing body of any party to the Participation this Agreement or any other Operative AgreementTransaction Document, certified by the Secretary or any an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described hereinin this Agreement, the Owner Trust Security Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on on, a certificate, signed by an Officer's Certificate officer of the relevant party any Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Security Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Security Trustee shall furnish to each Service Provider upon request such information and copies of such documents as the Security Trustee may have and as are necessary for such Service Provider to perform its duties under the applicable Transaction Documents. The Security Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust each other party to this Agreement is authorized by the Trust Agreement its constitutional documents to enter into this Indenture Agreement and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereofof this Agreement, and shall not inquire into the authorization of the Owner Trust such party with respect thereto. . (b) The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Security Trustee may execute any of the trusts powers hereunder or powers hereof and perform its powers and any duties hereunder under this Agreement either directly or by or through agents agents, or attorneys and at or a custodian or nominee; provided, however, that the expense Security Trustee shall be responsible for any actions or inactions of the Indenture Estate any such agent, attorney, custodian or nominee. (c) The Security Trustee may consult with counsel, accountants and other skilled Persons any opinion of counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement in good faith and in accordance with such advice or opinion of counsel. (d) The Security Trustee shall be under no obligation to be selected and retained exercise any of the rights or powers vested in it by itthis Agreement, or to institute, conduct or defend any litigation under this Agreement or in relation hereto, at the request, order or direction of any of the Secured Parties, pursuant to the provisions of this Agreement, unless the Security Trustee shall have received written advice, instruction or direction from the Administrative Agent with respect to such matter, and if the Indenture funds provided in accordance with Section 7.1(e) of the Credit Agreement are not available to pay for the costs and expenses incurred by the Security Trustee, such Secured Party shall have offered to the Security Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby. (e) The Security Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the funds provided in accordance with Section 7.1(e) of the Credit Agreement are not available to pay for the costs and expenses incurred by the Security Trustee and none of the provisions contained in this Agreement shall in any event require the Security Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Borrower or the Manager under any of the Transaction Documents. (f) The Security Trustee shall not be liable for anything doneany liabilities, suffered obligations, damages, judgments, settlements, penalties, claims, actions, suits, costs, expenses and disbursements (including, without limitation, reasonable fees and disbursements of legal counsel and costs of investigation), Taxes or omitted the selection of Eligible Investments or for any investment losses resulting from Eligible Investments. (g) When the Security Trustee incurs expenses or renders services in good faith by it connection with an exercise of remedies specified in accordance Section 3.01, such expenses (including the fees and expenses of its counsel) and the compensation for such services is intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. (h) The Security Trustee shall not be charged with knowledge of an Event of Default unless a responsible officer of the Security Trustee obtains actual knowledge of such event or the Security Trustee receives written advice notice of such event from any of the Secured Parties or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence the Administrative Agent. (so long as the Indenture i) The Security Trustee shall have exercised due care no duty to monitor the effectiveness or perfection of any security interest in selecting any Collateral or the performance of the Borrower, any Service Provider or any other party to the Transaction Documents, nor shall it have any liability in connection with the appointment of any Service Provider, or the malfeasance or nonfeasance by such Person)parties. The Security Trustee shall have no liability in connection with non-compliance by the Borrower, any Service Provider or any lessee under a Lease with statutory or regulatory requirements related to the Collateral, any Aircraft or any Lease. The Security Trustee shall not make or be deemed to have made any representations or warranties with respect to the Collateral, any Aircraft or any Lease or the validity or sufficiency of any assignment or other disposition of the Collateral, any Aircraft, or any Lease.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture (a) The Security Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Security Trustee may accept a copy of a resolution of the Board of Directors board or other governing body of any party to the Participation this Agreement or other Operative Agreementany Related Document, certified by the Secretary or any an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described hereinin this Agreement, the Owner Trust Security Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Security Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Security Trustee shall furnish to each Service Provider upon request such information and copies of such documents as the Security Trustee may have and as are necessary for such Service Provider to perform its duties under the applicable Related Documents. The Security Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust each other party to this Agreement is authorized by the Trust Agreement its constitutional documents to enter into this Indenture Agreement and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereofof this Agreement, and shall not inquire into the authorization of the Owner Trust such party with respect thereto. . (b) The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Security Trustee may execute any of the trusts powers hereunder or powers hereof and perform its powers and any duties hereunder under this Agreement either directly or by or through agents agents, including financial advisors, or attorneys or a custodian or nominee, and at the expense of Security Trustee shall not be responsible for any misconduct or negligence on the Indenture Estate part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (c) The Security Trustee may consult with counsel and any opinion of counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement in good faith and in accordance with such advice or opinion of counsel. (d) The Security Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, accountants or to institute, conduct or defend any litigation under this Agreement or in relation hereto, at the request, order or direction of any of the Secured Parties, pursuant to the provisions of this Agreement, unless such Secured Party shall have offered to the Security Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and other skilled Persons liabilities which may be incurred therein or thereby. (e) The Security Trustee shall not be required to be selected and retained by expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the Indenture provisions contained in this Agreement shall in any event require the Security Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Administrative Agent under any of the Related Documents. (f) The Security Trustee shall not be liable for anything doneany Costs, suffered Taxes or omitted the selection of Permitted Account Investments or for any investment losses resulting from Permitted Account Investments. (g) When the Security Trustee incurs expenses or renders services in good faith by it connection with an exercise of remedies specified in accordance Section 3.01 or during a proceeding described in Section 7.03(a), such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors' rights generally. (h) The Security Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Security Trustee obtains actual knowledge of such event or the Security Trustee receives written advice notice of such event from any of the Secured Parties or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence the Administrative Agent. (so long as the Indenture i) The Security Trustee shall have exercised due care no duty to monitor the performance of the Issuer, the Administrative Agent or any other party to the Related Documents, nor shall it have any liability in selecting connection with the appointment of the Administrative Agent, or the malfeasance or nonfeasance by such Person)parties. The Security Trustee shall have no liability in connection with compliance by the Issuer, the Administrative Agent or any lessee under a Lease with statutory or regulatory requirements related to the Collateral, any Aircraft or any Lease. The Security Trustee shall not make or be deemed to have made any representations or warranties with respect to the Collateral, any Aircraft or any Lease or the validity or sufficiency of any assignment or other disposition of the Collateral, any Aircraft or any Lease.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05a) The Collateral Agent shall not incur any liability to anyone in as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture Trustee The Collateral Agent may accept a copy of a resolution of the Board of Directors board or other governing body of any party to the Participation this Agreement or other Operative Agreementany Loan Document, certified by the Secretary or any an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described hereinin this Agreement, the Owner Trust Collateral Agent shall be entitled to receive and the Indenture Trustee may for all purposes hereof rely conclusively rely, and shall be fully protected in acting or refraining from acting, on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, Collateral Agent for any action taken or omitted to be taken by it them in good faith in reliance thereon. The Indenture Trustee Collateral Agent shall assume, and shall be fully protected in assuming, that the Owner Trust each other party to this Agreement is authorized by the Trust Agreement its constitutional documents to enter into this Indenture Agreement and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereofof this Agreement, and shall not inquire into the authorization of the Owner Trust such party with respect thereto. . (b) The Owner Trust shall assumeCollateral Agent may execute any of its powers hereunder or perform any duties under this Agreement either directly or by or through agents, and shall be fully protected in assumingincluding financial advisors, or attorneys or a custodian or nominee, provided, however, that the Indenture Trustee is authorized appointment of any agent shall not relieve the Collateral Agent of its responsibilities or liabilities hereunder. (c) The Collateral Agent may consult with counsel and any opinion of counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement in good faith and in accordance with such advice or opinion of counsel. (d) The Collateral Agent shall be under no obligation to enter into exercise any of the rights or powers vested in it by this Indenture and Agreement, or to take all action to be taken by institute, conduct or defend any litigation under this Agreement or in relation hereto, at the Indenture Trustee request, order or direction of any of the Secured Parties, pursuant to the provisions hereofof this Agreement, unless such Secured Party shall have offered to the Collateral Agent reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby. (e) The Collateral Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it, and shall not inquire into the authorization none of the Indenture Trustee with respect thereto. In provisions contained in this Agreement shall in any event require the administration Collateral Agent to perform, or be responsible or liable for the manner of the trusts hereunderperformance of, the Indenture Trustee may execute any obligations of any Grantor under any of the trusts Loan Documents. (f) If the Collateral Agent incurs expenses or powers hereof renders services in connection with an exercise of remedies specified in Section 3.01, such expenses (including the fees and perform expenses of its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons to be selected and retained by it, ) and the Indenture Trustee compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors' rights generally. (g) The Collateral Agent shall not be liable for anything donecharged with knowledge of an Event of Default unless the Collateral Agent obtains actual knowledge of such event or the Collateral Agent receives written notice of such event from any of the Secured Parties. (h) The Collateral Agent shall not have any duty to monitor the performance of any Grantor or any other party to the Loan Documents, suffered or omitted nor shall the Collateral Agent have any liability in good faith by it in accordance connection with the written advice malfeasance or written opinion nonfeasance by such parties. The Collateral Agent shall not have any liability in connection with compliance by any Grantor or any Lessee under a Lease with statutory or regulatory requirements related to the Collateral, any Pool Aircraft or any Lease. The Collateral Agent shall not make or be deemed to have made any representations or warranties with respect to the Collateral, any Pool Aircraft or any Lease or the validity or sufficiency of any such counsel, accountant assignment or other skilled Person acting within such Person's area disposition of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)Collateral, any Pool Aircraft or any Lease.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust Trustee nor the Indenture Loan Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of The Owner Trustee and the Owner Trust or the Indenture Loan Trustee may accept a copy of a resolution of the Board of Directors or other governing body any applicable committee thereof of any party to the Participation Agreement or other Operative Agreement, certified by the Secretary or any an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to the aggregate unpaid principal amount of Equipment Notes outstanding as of any date, the Owner Trustee may for all purposes hereof rely on a certificate signed by any Vice President or other authorized corporate trust officer of the Loan Trustee. As to any fact or matter relating to the Charterer Lessee, the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee and the Indenture Loan Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a Responsible Officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or Trustee and the Indenture Loan Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it them in good faith in reliance thereon. The Indenture Loan Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Loan Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys (provided that, so long as no Lease Event of Default shall have occurred and be continuing, any agent of the Loan Trustee shall have been consented to by the Lessee) and may, at the expense of the Indenture Estate may Estate, consult with counsel, accountants and other skilled Persons persons to be selected and retained by it, and the Indenture Loan Trustee shall not be liable for anything done, suffered or omitted in good faith by it them in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the The Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the The Indenture Trustee may accept a copy of a resolution of, in the case of the Board Issuer, and in the case of Directors or any other party to any Operative Agreement, the governing body of any party to the Participation Agreement or other Operative Agreementsuch Person, certified by the Secretary or any Assistant Secretary thereof in an accompanying Officer’s Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Servicer or the Administrator upon written request such information and copies of such documents as the Indenture Trustee may have and as are necessary for the Servicer or the Administrator to perform its duties under Articles II and III. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Issuer is authorized by the Trust Agreement its constitutional documents to enter into this Master Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust Issuer with respect thereto. The Owner Trust Indenture Trustee shall assumenot be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the Direction of the Noteholders in accordance herewith relating to the time, method and shall be fully protected in assuming, that place of conducting any proceeding for any remedy available to the Indenture Trustee is authorized to enter into Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Master Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect theretoany Series Supplement. In the administration of the trusts hereunder, the The Indenture Trustee may execute any of the trusts obligations or powers hereof and hereunder or perform its powers and any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and at the expense of the Indenture Estate Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. The Indenture Trustee may consult with counsel, accountants and other skilled Persons experts as to any matter relating to this Master Indenture and any Opinion of Counsel or any advice of such counsel, accountants and other experts shall be selected full and retained complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Master Indenture, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or Direction of any of the Noteholders, pursuant to the provisions of this Master Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Master Indenture shall in any event require the Indenture Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer, the Servicer or the Administrator under this Master Indenture and any Series Supplement or any of the Operative Agreements. The Indenture Trustee shall not be liable for anything doneany losses or Taxes (except for Taxes relating to any compensation, suffered fees or omitted commissions of any entity acting in its capacity as Indenture Trustee hereunder) or in connection with the selection of Permitted Investments or for any investment losses resulting from Permitted Investments unless the entity that is the Indenture Trustee is the issuer or the obligor of such a Permitted Investment. When the Indenture Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.01(f) or 4.01(g), such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. The Indenture Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Indenture Trustee obtains actual knowledge of such event or receives written notice of such event from the Issuer, the Administrator or Noteholders owning Notes aggregating not less than 10% of the Outstanding Principal Balance of the Notes. The Indenture Trustee shall have no duty to monitor the performance of the Issuer, the Servicer, the Administrator or any other party to the Operative Agreements, nor shall it have any liability in connection with the malfeasance or nonfeasance by such parties. The Indenture Trustee shall have no liability in connection with compliance by the Issuer, the Servicer, the Administrator or any Lessee under a Lease with statutory or regulatory requirements related to any Railcar or any Lease. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to any Railcar or any Lease or the validity or sufficiency of any assignment or other disposition of any Railcar or any Lease. The Indenture Trustee shall not be liable for any error of judgment reasonably made in good faith by an officer or officers of the Indenture Trustee, unless it shall be determined by a court of competent jurisdiction in a non-appealable judgment that the Indenture Trustee was negligent in making such judgment. The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless so requested in writing by the Noteholders evidencing not less than 25% of the principal amount of the Equipment Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Master Indenture, the Servicing Agreement or any other Operative Agreement, the Indenture Trustee may require reasonable indemnity satisfactory to it against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request or, if paid by the Indenture Trustee, shall be reimbursed by the Person making such request upon demand. The Indenture Trustee shall have no obligation to invest and reinvest any cash held in the Indenture Accounts in the absence of timely and specific written investment direction from the Administrator or as expressly provided herein. In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon in accordance with the written advice or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as the Operative Agreements. The Indenture Trustee shall have exercised due care no liability in selecting such Person)respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity in accordance with the Operative Agreements or by any other Person or the failure of the Administrator to provide timely written investment direction.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) The Security Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture Trustee The Security Agent may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Loan Agreement, certified by the Secretary or any an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to the aggregate unpaid principal amount of Notes outstanding as of any date and any other amounts owed under such Notes, the Borrower may for all purposes hereof rely on a certificate signed by any Vice President or other authorized officer of the Security Agent. As to any fact or matter relating to the Charterer Borrower the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee Security Agent may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Borrower, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, Security Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee Security Agent shall assume, and shall be fully protected in assuming, that the Owner Trust Borrower is authorized by the Trust Agreement to enter into this Indenture Security Agreement and to take all action to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee Borrower with respect thereto. In the administration of the trusts trust hereunder, the Indenture Trustee Security Agent may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may, at the expense of the Indenture Estate may consult Estate, advise with counsel, accountants and other skilled Persons persons to be selected and retained by it, and the Indenture Trustee Borrower and the Security Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust Trustee nor the Indenture Loan Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture Trustee and Loan Trustee may accept a copy of a resolution of the Board of Directors or other governing body (or, in the case of Owner Participant which originally executed the Participation Agreement, evidence of approval thereof) of any party to the Participation Agreement or other Operative Agreement, certified by the Secretary or any an Assistant Secretary thereof of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee and the Indenture Loan Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, and Loan Trustee for any action taken or omitted to be taken by it them in good faith in reliance thereon. The Indenture Loan Trustee shall assume, and shall be fully protected in assuming, assuming that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, each of Owner Trustee and Loan Trustee may, with the Indenture Trustee may consent of Lessee (such consent not to be unreasonably withheld), (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Indenture Estate may Estate, consult with counsel, accountants and other skilled Persons to be selected and retained by it, . Owner Trustee and the Indenture Loan Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person Persons acting within such counsel's, accountants' or Person's area of competence (so long as the Indenture Owner Trustee and Loan Trustee shall have exercised due reasonable care and judgment in selecting such PersonPersons).

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust Trustee nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the The Owner Trust or Trustee and the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Refunding Agreement, certified by the Secretary or any an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to the aggregate unpaid Principal Amount of Equipment Notes outstanding as of any date, the Owner Trustee may for all purposes hereof rely on a certificate signed by any Vice President or other authorized corporate trust officer of the Indenture Trustee. As to any fact or matter relating to the Charterer Lessee the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or Trustee and the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it them in good faith in reliance thereon, but in the case of any such certificate, the Owner Trustee and the Indenture Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Indenture. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Trust Indenture 81 - 76 - Owner Trustee and the Indenture Trustee each may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or (except in the case of the Indenture Trustee's obligations under the third sentence of Section 2.04(a)) through agents or attorneys and shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care hereunder. The Indenture Trustee may, at the expense of the Trust Indenture Estate may Estate, consult with counsel, accountants and other skilled Persons to be selected and retained by it, and the Owner Trustee and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it them in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)Persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05a) The Collateral Agent shall incur any no liability to anyone in as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture Trustee The Collateral Agent may accept a copy of a resolution of the Board of Directors board or other governing body of any party to the Participation this Agreement or any other Operative AgreementTransaction Document, certified by the Secretary or any an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described hereinin this Agreement, the Owner Trust Collateral Agent shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, Collateral Agent for any action taken taken, suffered or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee Collateral Agent shall furnish to the Servicer upon request such information and copies of such documents as the Collateral Agent may have and as are necessary for the Servicer to perform its duties under the applicable Transaction Documents. The Collateral Agent shall assume, and shall be fully protected in assuming, that the Owner Trust each other party to this Agreement is authorized by the Trust Agreement its constitutional documents to enter into this Indenture Agreement and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereofof this Agreement, and shall not inquire into the authorization of the Owner Trust such party with respect thereto. . (b) The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee Collateral Agent may execute any of the trusts powers hereunder or powers hereof and perform its powers and any duties hereunder under this Agreement either directly or by or through agents agents, or attorneys and at or a custodian or nominee, provided that the expense Collateral Agent shall be responsible for any actions or inactions of the Indenture Estate any such agent, attorney, custodian or nominee (including any co-collateral agent or separate collateral agent appointed pursuant to Section 5.05). (c) The Collateral Agent may consult with counsel, accountants and other skilled Persons any opinion of counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement in good faith and in accordance with such advice or opinion of counsel. (d) The Collateral Agent shall be under no obligation to be selected and retained exercise any of the rights or powers vested in it by itthis Agreement, or to institute, conduct or defend any litigation under this Agreement or in relation hereto, at the request, order or direction of any of the Secured Parties, pursuant to the provisions of this Agreement, unless the Collateral Agent shall have received written advice, instruction or direction from the Administrative Agent with respect to such matter, and if the Indenture Trustee funds provided in accordance with Section 8.1(e) of the Credit Agreement are not fully and immediately available to the Collateral Agent to pay for the costs and expenses incurred by the Collateral Agent, such Secured Party shall have offered to the Collateral Agent security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby. (e) The Collateral Agent shall not be liable for anything donerequired to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, suffered or omitted in good faith by it the exercise of any of its rights or powers, if the funds provided in accordance with Section 8.1(e) of the Credit Agreement are not fully and immediately available to the Collateral Agent to pay for the costs and expenses incurred by the Collateral Agent and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible or liable for the manner of performance of, any obligations of the Borrower or the Servicer under any of the Transaction Documents. (f) [Reserved]. (g) When the Collateral Agent incurs expenses or renders services in connection with an exercise of remedies specified in Section 3.01, such expenses (including the fees and expenses of its counsel) and the compensation for such services is intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. (h) The Collateral Agent shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Collateral Agent obtains actual knowledge of such event or the Collateral Agent receives written advice notice pursuant to Section 9.02 hereof of such event from any of the Secured Parties or written opinion the Administrative Agent. (i) The Collateral Agent shall have no duty to monitor the effectiveness or perfection of any security interest or International Interest in any Collateral or the performance of the Borrower, the Servicer or any other party to the Transaction Documents, nor shall it have any liability in connection with the appointment of the Servicer, or the malfeasance or nonfeasance by such counselparties. The Collateral Agent shall have no liability in connection with non-compliance by the Borrower, accountant the Servicer or any Lessee under a Lease with statutory or regulatory requirements related to the Collateral, any Aircraft or any Lease. The Collateral Agent shall not make or be deemed to have made any representations or warranties with respect to the Collateral, any Aircraft or any Lease or the validity or sufficiency of any assignment or other skilled Person acting within disposition of the Collateral, any Aircraft, or any Lease. (j) Without limiting the generality of the foregoing, the Collateral Agent will not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens granted to it, for the benefit of the Secured Parties, in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such Person's area action or omission constitutes gross negligence or willful misconduct on the part of competence the Collateral Agent as determined in the final judgment of a court of competent jurisdiction, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any Grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens granted to the Collateral Agent, for the benefit of the Secured Parties, upon the Collateral or otherwise as to the maintenance of the Collateral. The Collateral Agent hereby disclaims any representation or warranty to the present and future Secured Parties concerning the perfection of the Liens granted hereunder or concerning the value of any of the Collateral. (k) The Collateral Agent may request that each of the Borrower and the Administrative Agent deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so long as the Indenture Trustee shall have exercised due care authorized in selecting any such Person)certificate previously delivered and not superseded.

Reliance; Agents; Advice of Counsel. Neither the Owner The Subordination ----------------------------------- Trust nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the Owner Trust or the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party applicable Trustee, and such certificate shall constitute full protection to the Participation Agreement Subordination Agent for any action taken or other Operative Agreement, certified omitted to be taken by the Secretary or any Assistant Secretary thereof as duly adopted and it in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is good faith in full force and effectreliance thereon. As to any fact or matter relating to the Charterer Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee Subordination Agent may for all purposes hereof rely on an Officer's Certificate a certificate, signed by any Responsible Officer of the relevant party applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Owner Trust is Liquidity Providers and each of the Trustees are authorized by the Trust Agreement to enter into this Indenture Agreement and to take all action to be taken by the Owner Trust them pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization each of the Indenture Trustee Liquidity Providers and each of the Trustees with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee Subordination Agent may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it, and the Indenture Trustee Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either As to the Pool Balance as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the Owner Trust or the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party Trustee, and such certificate shall constitute full protection to the Participation Agreement Subordination Agent for any action taken or other Operative Agreement, certified omitted to be taken by the Secretary or any Assistant Secretary thereof as duly adopted and it in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is good faith in full force and effectreliance thereon. As to any fact or matter relating to the Charterer Liquidity Provider or the Trustee the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee Subordination Agent may for all purposes hereof rely on an Officer's Certificate a certificate, signed by any Responsible Officer of the relevant party Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee Subordination Agent shall assume, and shall be fully protected in assuming, that the Owner Trust is Liquidity Provider and the Trustee are authorized by the Trust Agreement to enter into this Indenture Agreement and to take all action to be taken by the Owner Trust them pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that Liquidity Provider or the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee Subordination Agent may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it, and the Indenture Trustee Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust Trustee nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the The Owner Trust or Trustee and the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Refunding Agreement, certified by the Secretary or any an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to the aggregate unpaid Principal Amount of Equipment Notes outstanding as of any date, the Owner Trustee may for all purposes hereof rely on a certificate signed by any Vice President or other authorized corporate trust officer of the Indenture Trustee. As to any fact or matter relating to the Charterer Lessee the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or Trustee and the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it them in good faith in reliance thereon, but in the case of any such certificate, the Owner Trustee and the Indenture Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Indenture. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Owner Trustee and the Indenture Trustee each may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care hereunder. The Indenture Trustee may, at the expense of the Trust Indenture Estate may Estate, consult with counsel, accountants and other skilled Persons to be selected and retained by it, and the Owner Trustee and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it them in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person).Persons. Trust Indenture

Reliance; Agents; Advice of Counsel. Neither the Owner The Indenture ----------------------------------- Trust nor the Indenture Trustee (in their respective its individual or trust capacities for the purposes of this Section 7.05capacity) shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the The Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative AgreementDocument, certified by the Secretary or any Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer MTFC the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate of the relevant party MTFC as to such fact or matter, and such Officer's Certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their its individual or trust capacitiescapacity), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons to be selected and retained by it, and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by by, it in accordance with the written advice or written opinion of any such counsel, accountant or other skilled Person acting within such Person's ' s area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)Persons, provided that, so long as no ------------- Indenture Event of Default shall have occurred and be continuing, no such Persons (other than counsel to the Indenture Trustee or its accountants) shall be retained by the Indenture Trustee without the consent of MTFC, such consent not to be unreasonably withheld.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture (a) The Security Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Security Trustee may accept a copy of a resolution of the Board of Directors board or other governing body of any party to the Participation Agreement this Agreement, any FAA Security Document or other Operative Agreementany Related Document, certified by the Secretary or any an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described hereinin this Agreement, or any FAA Security Document, the Owner Trust Security Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on a certificate, and shall be fully protected in acting or refraining from acting upon, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Security Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Security Trustee shall furnish to each Service Provider upon request such information and copies of such documents as the Security Trustee may have and as are necessary for such Service Provider to perform its duties under the applicable Related Documents. The Security Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust each other party to this Agreement and any FAA Security Document is authorized by the Trust Agreement its organizational documents to enter into this Indenture Agreement, any such FAA Security Document and to #4821-3610-4420v6 take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereofof this Agreement or such FAA Security Document, as applicable, and shall not have any duty to inquire into the authorization of the Owner Trust such party with respect thereto. . (b) The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Security Trustee may execute any of the trusts powers hereunder or powers hereof and perform its powers and any duties hereunder under this Agreement or any FAA Security Document either directly or by or through agents agents, including financial advisors, or attorneys or a custodian or nominee, and at the expense of Security Trustee shall not be responsible for any misconduct or negligence on the Indenture Estate part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (c) The Security Trustee may consult with counsel and any opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement or any FAA Security Document in good faith and in accordance with such opinion or advice of such counsel. (d) The Security Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any FAA Security Document, accountants or to institute, conduct or defend any litigation under this Agreement or any FAA Security Document or in relation hereto or thereto, at the request, order or direction of any of the Secured Parties, pursuant to the provisions of this Agreement, unless such Secured Party shall have offered to the Security Trustee security or indemnity satisfactory to it against the costs, expenses and other skilled Persons liabilities which may be incurred therein or thereby. (e) The Security Trustee shall not be required to be selected and retained by expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the Indenture provisions contained in this Agreement or any FAA Security Document shall in any event require the Security Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer, the Administrative Agent or any other Person under any of the Related Documents. (f) The Security Trustee shall not be liable for anything doneany costs, suffered Taxes or omitted in good faith by it the selection of Permitted Investments made in accordance with this Agreement, the written advice or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as FAA Security Documents and the Indenture or for any investment losses resulting from Permitted Investments made in accordance with this Agreement, the FAA Security Documents and the Indenture. (g) When the Security Trustee incurs expenses or renders services in connection with an exercise of remedies specified in Section 5.01 or during an insolvency case or proceeding, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. (h) The Security Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Security Trustee obtains actual knowledge of such #4821-3610-4420v6 event or the Security Trustee receives written notice of such event from any of the Secured Parties or the Administrative Agent. (i) The Security Trustee shall have exercised due care no duty to (i) monitor the performance of the Issuer, the Administrative Agent or any other party to the Related Documents or (ii) monitor or maintain the priority or perfection of the security interest in selecting the Collateral, nor shall it have any liability in connection with the appointment of the Administrative Agent, or the malfeasance or nonfeasance by such Personparties. The Security Trustee shall have no liability in connection with non-compliance by the Issuer, the Administrative Agent, the Servicer or any Lessee under a Lease with statutory or regulatory requirements related to the Collateral, any Asset or any Lease. The Security Trustee shall not make or be deemed to have made any representations or warranties with respect to the Collateral, any Asset or any Lease or the validity or sufficiency of any assignment or other disposition of the Collateral, any Asset, or any Lease. (j) In no event shall the Security Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Security Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) In no event shall the Security Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or other similar catastrophic acts and interruptions, loss or malfunctions of utilities, communications or computer services.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture The Loan Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Loan Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Agreement, certified by the Secretary or any an Assistant Secretary thereof of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Loan Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Company, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Loan Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Indenture Estate may Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, Indenture and Security Agreement (American Airlines 2019-1 Aircraft EETC) [Reg. No.] accountants or other skilled Persons, so long as no Event of Default exists, the Indenture Loan Trustee shall obtain the Company’s consent (such consent not to be unreasonably withheld). The Loan Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person Persons acting within such counsel’s, accountants’ or Person's ’s area of competence (so long as the Indenture Loan Trustee shall have exercised due reasonable care and judgment in selecting such PersonPersons).

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture (a) The Security Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall not incur any liability to anyone in as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Security Trustee may accept a copy of a resolution of the Board of Directors board or other governing body of any party to the Participation this Agreement or other Operative Agreementthe Indenture, certified by the Secretary or any an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described hereinin this Agreement, the Owner Trust Security Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof rely conclusively rely, and shall be fully protected in acting or refraining from acting, on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Security Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it them in good faith in reliance thereon. The Indenture Security Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust each other party to this Agreement is authorized by the Trust Agreement its constitutional documents to enter into this Indenture Agreement and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereofof this Agreement, and shall not inquire into the authorization of the Owner Trust such party with respect thereto. . (b) The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Security Trustee may execute any of the trusts or powers hereof and perform its powers and hereunder or perform any duties hereunder under this Agreement either directly or by or through agents agents, including financial advisors, or attorneys and at or a custodian or nominee, provided, however, that the expense appointment of any agent shall not relieve the Indenture Estate Security Trustee of its responsibilities or liabilities hereunder. (c) The Security Trustee may consult with counsel and any opinion of counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement in good faith and in accordance with such advice or opinion of counsel. (d) The Security Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, accountants or to institute, conduct or defend any litigation under this Agreement or in relation hereto, at the request, order or direction of any of the Secured Parties, pursuant to the provisions of this Agreement, unless such Secured Party shall have offered to the Security Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and other skilled Persons to liabilities which may be selected and retained by it, and the Indenture incurred therein or thereby. (e) The Security Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Security Trustee to perform, or be responsible or liable for anything donethe manner of performance of, suffered or omitted in good faith by it in accordance with the written advice or written opinion any obligations of any Grantor under this Agreement or the Indenture. (f) If the Security Trustee incurs expenses or renders services in connection with an exercise of remedies specified in Section 3.01, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. (g) The Security Trustee shall not be charged with knowledge of an Event of Default unless the Security Trustee obtains actual knowledge of such event or receives written notice of such event from any of the Secured Parties. (h) The Security Trustee shall not have any duty to monitor the performance of any Grantor or any other party to this Agreement, accountant nor shall the Security Trustee have any liability in connection with malfeasance or nonfeasance by such parties. The Security Trustee shall not have any liability in connection with compliance by any Grantor or any Lessee under a Lease with statutory or regulatory requirements related to the Collateral, any Pool Aircraft or any Lease. The Security Trustee shall not make or be deemed to have made any representations or warranties with respect to the Collateral, any Pool Aircraft or any Lease or the validity or sufficiency of any assignment or other skilled Person acting within such Person's area disposition of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)Collateral, any Pool Aircraft or any Lease.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture The Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) may conclusively rely and shall be fully protected and incur any no liability to anyone in acting or refraining from acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either The Trustee shall have no obligation to confirm the veracity of the Owner Trust or the Indenture content of any such item provided to it (absent manifest error). The Trustee may accept a copy of a resolution of, in the case of the Board Issuer, the Directors and, in the case of Directors or any other party to any Related Document, the governing body of any party to the Participation Agreement or other Operative Agreementsuch Person, certified by the Secretary or any Assistant Secretary thereof in an accompanying Officer’s Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Administrative Agent upon written request such information and copies of such documents as the Trustee may have and as are necessary for the Administrative Agent to perform its duties under Articles II and III hereof. The Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Issuer is authorized by the Trust Agreement its constitutional documents to enter into this Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust Issuer with respect thereto. The Owner Trust Trustee shall assume, and shall not be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and liable for any action it takes or omits to take all action in good faith that it believes to be taken by authorized or within its rights or powers or for any action it takes or omits to take in accordance with the Indenture Trustee pursuant direction of the Controlling Party, in accordance with Section 4.12 relating to the provisions hereoftime, method and shall not inquire into place of conducting any proceeding for any remedy available to the authorization of Trustee, or exercising any trust or power conferred upon the Indenture Trustee with respect theretoTrustee, under this Indenture. In the administration of the trusts hereunder, the Indenture The Trustee may execute any of the trusts or powers hereof and hereunder or perform its powers and any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and at the expense of Trustee shall not be responsible for any misconduct or negligence on the Indenture Estate part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. The Trustee may consult with counselcounsel as to any matter relating to this Indenture and any Opinion of Counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, accountants or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and other skilled Persons liabilities which may be Incurred therein or thereby (the basis of such costs, expense or liability, if in respect of any third party liability, shall be supported by an Opinion of Counsel). The Trustee shall not be required to be selected and retained by expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Administrative Agent under this Indenture or any of the Related Documents. The Trustee shall not be liable for anything doneany Costs or Taxes (except for Taxes relating to any compensation, suffered fees or omitted commissions of any entity acting in good faith by it its capacity as Trustee hereunder) or in accordance connection with the selection of Permitted Account Investments or for any investment losses resulting from Permitted Account Investments. When the Trustee Incurs expenses or renders services in connection with an Event of Default specified in Section 4.01(e) or 4.01(f), such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. The Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Trustee obtains actual knowledge of such event or the Trustee receives written advice notice of such event from the Issuer, the Administrative Agent or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as the Indenture Holder. The Trustee shall have exercised due care no duty to monitor the performance of the Issuer, the Cash Manager or any other party to the Related Documents, nor shall it have any liability in selecting connection with the nonperformance, malfeasance or nonfeasance by such Person)parties. The Trustee shall have no liability in connection with the appointment of the Administrative Agent or compliance by the Issuer, the Administrative Agent and the Cash Manager or any lessee under a Lease with statutory or regulatory requirements related to any Aircraft or any Lease. The Trustee shall have no obligation, or liability in respect thereto, to verify or recalculate any of the determinations made by the Administrative Agent pursuant to the Related Documents. The Trustee shall not make or be deemed to have made any representations or warranties with respect to any Aircraft or any Lease or the validity or sufficiency of any assignment or other disposition of any Aircraft or any Lease.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust Grantor Trustee nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust Grantor Trustee or the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Agreement, certified by the Secretary or any Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer Lessee the manner of ascertainment of which is not specifically described herein, the Owner Trust Grantor Trustee and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate of the relevant party as to such fact or matter, and such Officer's Certificate shall constitute full protection to the Owner Trust Grantor Trustee or the Indenture Trustee (in their its individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Grantor Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust Grantor Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust Grantor Trustee with respect thereto. The Owner Trust Grantor Trustee shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons to be selected and retained by it, and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person).

Reliance; Agents; Advice of Counsel. Neither the Owner The Indenture ----------------------------------- Trust nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the The Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Agreement, certified by the Secretary or any an Assistant Secretary thereof of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee may for all purposes hereof rely on a certificate, signed by an Officer's Certificate officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Owner Trustee upon request such information and copies of such documents as the Indenture Trustee may have and as are necessary for the Owner Trustee to perform its duties under Article II hereof. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall need not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may, at the reasonable expense of the Indenture Estate may Estate, consult with independent counsel, accountants and other skilled Persons persons to be selected and retained employed by it, and the Indenture Trustee shall not be liable for anything done, suffered suffered, or omitted in good faith by it in accordance with the written advice or written opinion of any such independent counsel, accountant accountants or other skilled Person persons acting within such Person's persons' area of competence (so long as the Indenture Trustee shall have exercised due reasonable care in selecting such Personpersons).

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture The Loan Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Loan Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Agreement, certified by the Secretary or any an Assistant Secretary thereof of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Loan Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Company, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Loan Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Indenture Estate may Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, and prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, the Indenture Loan Trustee shall obtain the Company’s consent (such consent not to be unreasonably withheld). The Loan Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person Persons acting within such counsel’s, accountants’ or 50 Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.] Person's ’s area of competence (so long as the Indenture Loan Trustee shall have exercised due reasonable care and judgment in selecting such PersonPersons).

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture (a) The Security Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Security Trustee may accept a copy of a resolution of the Board of Directors board or other governing body of any party to the Participation this Agreement or other Operative Agreementany Related Document, certified by the Secretary or any an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described hereinin this Agreement, the Owner Trust Security Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Security Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Security Trustee shall furnish to each Service Provider upon request such information and copies of such documents as the Security Trustee may have and as are necessary for such Service Provider to perform its duties under the applicable Related Documents. The Security Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust each other party to this Agreement is authorized by the Trust Agreement its constitutional documents to enter into this Indenture Agreement and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereofof this Agreement, and shall not inquire into the authorization of the Owner Trust such party with respect thereto. . (b) The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Security Trustee may execute any of the trusts powers hereunder or powers hereof and perform its powers and any duties hereunder under this Agreement either directly or by or through agents agents, including attorneys or attorneys a custodian or nominee, and at the expense of Security Trustee shall not be responsible for any misconduct or negligence on the Indenture Estate part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (c) The Security Trustee may consult with counsel, accountants and other skilled Persons any opinion of counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement in good faith and in accordance with such advice or opinion of counsel. (d) The Security Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or in relation hereto, at the request, order or direction of any of the Secured Parties, pursuant to the provisions of this Agreement, unless such Secured Party shall have offered to the Security Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be selected and retained by incurred therein or thereby. (e) The Security Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the Indenture provisions contained in this Agreement shall in any event require the Security Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer, the Servicer or any other party under any of the Related Documents. (f) The Security Trustee shall not be liable for anything doneany Costs, suffered Taxes or omitted the selection of Permitted Account Investments or for any investment losses resulting from Permitted Account Investments. (g) When the Security Trustee incurs expenses or renders services in good faith by it connection with an exercise of remedies specified in accordance Article IV or during any case or proceeding, such expenses (including the fees and expenses of its counsel) and the compensation for such services is intended to constitute expenses of administration under any bankruptcy law or law relating to creditors' rights generally. (h) The Security Trustee shall not be charged with knowledge of an Indenture Event of Default or a Credit Facility Event of Default unless a Responsible Officer of the Security Trustee obtains actual knowledge of such event, or the Security Trustee receives Written Notice of such event from any of the Indenture Trustee, the Credit Facility Agent, any Grantor or the Servicer. For the purposes of this clause (h), a "Responsible Officer of the Security Trustee" shall refer to any officer of the Security Trustee principally charged with the written advice implementation of and performance under this Agreement of the duties of the Security Trustee or written opinion any other senior officer of any the Security Trustee to whom matters concerning this Agreement are referred because of his/her knowledge of and familiarity with this Agreement, provided that for the purposes of Written Notice to be provided under this clause by various parties to the Security Trustee, such counsel, accountant or other skilled Person acting within such Person's area of competence (so long Written Notice shall be provided as specified by the Indenture Security Trustee shall have exercised due care in selecting such Person).Section 10.02

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the The Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the The Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Agreement, certified by the Secretary or any an Assistant Secretary thereof of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee may for all purposes hereof rely on a certificate, signed by an Officer's Certificate officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Owner Trustee upon request such information and copies of such documents as the Indenture Trustee may have and as are necessary for the Owner Trustee to perform its duties under Article II hereof. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall need not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may, at the reasonable expense of the Indenture Estate may Estate, consult with independent counsel, accountants and other skilled Persons persons to be selected and retained employed by it, and the Indenture Trustee shall not be liable for anything done, suffered suffered, or omitted in good faith by it in accordance with the written advice or written opinion of any such independent counsel, accountant accountants or other skilled Person persons acting within such Person's -28- 33 persons' area of competence (so long as the Indenture Trustee shall have exercised due reasonable care in selecting such Personpersons).

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust Trustee nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the The Owner Trust or Trustee and the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Refunding Agreement, certified by the Secretary or any an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to the aggregate unpaid Principal Amount of Equipment Notes outstanding Trust Indenture 79 - 74 - as of any date, the Owner Trustee may for all purposes hereof rely on a certificate signed by any Vice President or other authorized corporate trust officer of the Indenture Trustee. As to any fact or matter relating to the Charterer Lessee the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or Trustee and the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it them in good faith in reliance thereon, but in the case of any such certificate, the Owner Trustee and the Indenture Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Indenture. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Owner Trustee and the Indenture Trustee each may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and except that any such execution or performance shall not derogate from the Indenture Trustee's obligations under the third sentence of Section 2.04(a), the Indenture Trustee and the Owner Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care hereunder. The Indenture Trustee may, at the expense of the Trust Indenture Estate may Estate, consult with counsel, accountants and other skilled Persons to be selected and retained by it, and the Owner Trustee and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it them in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)Persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the Owner Trust or the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party applicable Trustee, and such certificate shall constitute full protection to the Participation Agreement Subordination Agent for any action taken or other Operative Agreement, certified omitted to be taken by the Secretary or any Assistant Secretary thereof as duly adopted and it in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is good faith in full force and effectreliance thereon. As to any fact or matter relating to the Charterer Liquidity Providers, the Policy Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee Subordination Agent may for all purposes hereof rely on an Officer's Certificate a certificate, signed by any Responsible Officer of the relevant party applicable Liquidity Provider, Policy Provider or Trustee, as the case may be, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Owner Trust is Liquidity Providers and Policy Providers and each of the Trustees are authorized by the Trust Agreement to enter into this Indenture Agreement and to take all action to be taken by the Owner Trust them pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization each of the Indenture Trustee Liquidity Providers, Policy Providers and Trustees with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee Subordination Agent may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it, and the Indenture Trustee Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)persons.

Reliance; Agents; Advice of Counsel. Neither None of the Owner ----------------------------------- Trust nor Issuer Trustee, the Collateral Agent or the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of The Issuer Trustee, the Owner Trust or Collateral Agent and the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Pooling Agreement, certified by the Secretary or any an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to the aggregate unpaid principal amount of Class A Notes Outstanding as of any date, the Issuer Trustee and the Collateral Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the Indenture Trustee. As to any fact or matter relating to the Charterer Issuer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Issuer Trustee or the Collateral Agent, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Issuer is authorized by the Trust Agreement to enter into this Indenture and the Issuer Trustee is authorized to enter into the Pooling Agreement and to take all action to be taken by the Owner Trust it pursuant to the provisions hereofhereof and thereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee Issuer with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may, at the expense of the Indenture Estate may Trust Assets, consult with counsel, accountants and other skilled Persons persons to be selected and retained by it, and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it them in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture (a) The Security Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Security Trustee may accept a copy of a resolution of the Board of Directors board or other governing body of any party to the Participation Agreement this Agreement, any FAA Security Document or other Operative Agreementany Related Document, certified by the Secretary or any an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described hereinin this Agreement, or any FAA Security Document, the Owner Trust Security Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on a certificate, and shall be fully protected in acting or refraining from acting upon, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Security Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Security Trustee shall furnish to each Service Provider upon request such information and copies of such documents as the Security Trustee may have and as are necessary for such Service Provider to perform its duties under the applicable Related Documents. The Security Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust each other party to this Agreement and any FAA Security Document is authorized by the Trust Agreement its organizational documents to enter into this Indenture Agreement, any such FAA Security Document and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereofof this Agreement or such FAA Security Document, as applicable, and shall not have any duty to inquire into the authorization of the Owner Trust such party with respect thereto. . (b) The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Security Trustee may execute any of the trusts powers hereunder or powers hereof and perform its powers and any duties hereunder under this Agreement or any FAA Security Document either directly or by or through agents agents, including financial advisors, or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons to be selected and retained by itor a custodian or nominee, and the Indenture Security Trustee shall not be liable responsible for anything doneany misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (c) The Security Trustee may consult with counsel and any opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement or any FAA Security Document in good faith by it and in accordance with the written such opinion or advice or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person).

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust Trustee nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust Trustee or the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Agreement, certified by the Secretary or any Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate of the relevant party as to such fact or matter, and such Officer's Certificate shall constitute full protection to the Owner Trust Trustee or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust Trustee with respect thereto. The Owner Trust Trustee shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons to be selected and retained by it, and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such PersonPersons), provided that, so long as no Charter Event of Default shall have occurred and be -------- continuing, no such Persons (other than counsel to the Indenture Trustee or its accountants) shall be retained by the Indenture Trustee without the consent of the Charterer, such consent not to be unreasonably withheld.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust Trustee nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the The Owner Trust or Trustee and the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Refunding Agreement, certified by the Secretary or any an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to the aggregate unpaid Principal Amount of Equipment Notes outstanding as of any date, the Owner Trustee may for all purposes hereof rely on a certificate signed by any Vice President or other authorized corporate trust officer of the Indenture Trustee. As to any fact or matter relating to the Charterer Lessee the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or Trustee and the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it them in good faith in reliance thereon, but in the case of any such certificate, the Owner Trustee and the Indenture Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Indenture. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Owner Trustee and the Indenture Trustee each may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and, except that any such execution or performance shall not derogate from Trust Indenture 85 - 80 - the Indenture Trustee's obligations under the third sentence of Section 2.04(a), the Indenture Trustee and the Owner Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care hereunder. The Indenture Trustee may, at the expense of the Trust Indenture Estate may Estate, consult with counsel, accountants and other skilled Persons to be selected and retained by it, and the Owner Trustee and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it them in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)Persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture (a) The Security Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Security Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation this Agreement or other Operative Agreementany Relevant Document, certified by the Secretary or any an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust Security Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Security Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Security Trustee shall furnish to each Service Provider upon request such information and copies of such documents as the Security Trustee may have and as are necessary for such Service Provider to perform its duties under the applicable Relevant Documents. The Security Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust each other party hereto is authorized by the Trust Agreement its constitutional documents to enter into this Indenture Agreement and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust such party with respect thereto. . (b) The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Security Trustee may execute any of the trusts powers hereunder or powers hereof and perform its powers and any duties hereunder either directly or by or through agents agents, including without limitation, financial advisors, or attorneys or a custodian or nominee, and at the expense of Security Trustee shall not be responsible for any misconduct or negligence on the Indenture Estate part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (c) The Security Trustee may consult with counsel and any opinion of counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel. (d) The Security Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, accountants or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Secured Parties, pursuant to the provisions of this Agreement, unless such Secured Party shall have offered to the Security Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and other skilled Persons liabilities which may be incurred therein or thereby. (e) The Security Trustee shall not be required to be selected and retained by expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the Indenture provisions contained in this Agreement shall in any event require the Security Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Administrative Agent under any of the Relevant Documents. (f) The Security Trustee shall not be liable for anything doneany Losses, suffered Taxes or omitted the selection of Permitted Account Investments or for any investment losses resulting from Permitted Account Investments. (g) When the Security Trustee incurs expenses or renders services in good faith by it connection with an exercise of remedies specified in accordance Section 3.01 or during a proceeding described in Section 8.03(a), such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors' rights generally. (h) The Security Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Security Trustee obtains actual knowledge of such event or the Security Trustee receives written advice notice of such event from any of the Secured Parties or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence the Administrative Agent. (so long as the Indenture i) The Security Trustee shall have exercised due care no duty to monitor the performance of the Issuer, the Administrative Agent or any other party to the Relevant Documents, nor shall it have any liability in selecting connection with the malfeasance or nonfeasance by such Person)parties. The Security Trustee shall have no liability in connection with compliance by the Issuer, any Guarantor, the Administrative Agent or any lessee under a Lease with statutory or regulatory requirements related to the Collateral, any Aircraft or any Lease. The Security Trustee shall not make or be deemed to have made any representations or warranties with respect to the Collateral, any Aircraft or any Lease or the validity or sufficiency of any assignment or other disposition of the Collateral, any Aircraft or any Lease.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture The Loan Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Loan Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Agreement, certified by the Secretary or any an Assistant Secretary thereof of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Loan Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Company, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Loan Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Indenture Estate may Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; Indenture and Security Agreement (Spirit 2015-1 EETC) [Reg. No.] provided that, and prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, the Indenture Loan Trustee shall obtain the Company’s consent (such consent not to be unreasonably withheld). The Loan Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person Persons acting within such counsel’s, accountants’ or Person's ’s area of competence (so long as the Indenture Loan Trustee shall have exercised due reasonable care and judgment in selecting such PersonPersons).

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture The Loan Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Loan Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Agreement, certified by the Secretary or any an Assistant Secretary thereof of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Loan Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Company, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Loan Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Indenture Estate may Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, and prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, the Indenture Loan Trustee shall obtain the Company’s consent (such consent not to be unreasonably withheld). The Loan Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person Persons acting within such counsel’s, accountants’ or Person's ’s area of competence (so long as the Indenture Loan Trustee shall have exercised due reasonable care and judgment in selecting such PersonPersons). 49 Indenture and Security Agreement (American Airlines 2021-1 EETC) [Reg. No.]

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the The Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) ----------------------------------- shall incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the The Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Agreement, certified by the Secretary or any an Assistant Secretary thereof of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee may for all purposes hereof rely on a certificate, signed by an Officer's Certificate officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Owner Trustee upon request such information and copies of such documents as the Indenture Trustee may have and as are necessary for the Owner Trustee to perform its duties under Article II hereof. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall need not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may, at the reasonable expense of the Indenture Estate may Estate, consult with independent counsel, accountants and other skilled Persons persons to be selected and retained employed by it, and the Indenture Trustee shall not be liable for anything done, suffered suffered, or omitted in good faith by it in accordance with the written advice or written opinion of any such independent counsel, accountant accountants or other skilled Person persons acting within such Person's persons' area of competence (so long as the Indenture Trustee shall have exercised due reasonable care in selecting such Personpersons).

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) Borrower shall incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture Trustee Borrower may accept a copy of a resolution of the Board board of Directors or other governing body directors of any party to the Participation Agreement or other Operative Agreementhereto, certified by the Secretary secretary or any Assistant Secretary thereof an assistant secretary of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board of directors and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee Borrower may for all purposes hereof rely rely, in the absence of bad faith on the part of Borrower, on a certificate, signed by an Officer's Certificate officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, Borrower for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee Lender shall furnish to Borrower upon request such information and copies of such documents as Lender may have and as are necessary for Borrower to perform its duties under Article II hereof. Lender shall assume, and shall be fully protected in assuming, that the Owner Trust Borrower is authorized by the Trust Agreement to enter into this Indenture Loan and Security Agreement and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee Borrower with respect thereto. In the administration of the trusts trust hereunder, the Indenture Trustee Borrower may execute any of the trusts or powers hereof thereof and perform its powers and duties hereunder directly or through agents or attorneys and may, subject to and in compliance with the Trust Agreement, at the expense of the Indenture Estate may Airlease, consult with independent counsel, accountants and other skilled Persons experts to be selected and retained employed by it, and the Indenture Trustee Borrower shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such independent counsel, accountant accountants or other skilled Person experts acting within such Person's persons' area of competence (so long as the Indenture Trustee Borrower shall have exercised due reasonable care in selecting such Personpersons).

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust Trustee nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust Trustee or the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Agreement, certified by the Secretary or any Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer Lessee the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate of the relevant party as to such fact or matter, and such Officer's Certificate shall constitute full protection to the Owner Trust Trustee or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust Trustee with respect thereto. The Owner Trust Trustee shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons to be selected and retained by it, and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)Persons, provided that, so long as no Lease Event of Default shall have occurred and be -------- continuing, no such Persons (other than counsel to the Indenture Trustee or its accountants) shall be retained by the Indenture Trustee without the consent of the Lessee, such consent not to be unreasonably withheld.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the The Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the The Indenture Trustee may accept a copy of a resolution of, in the case of the Board Issuer, and in the case of Directors or any other party to any Operative Agreement, the governing body of any party to the Participation Agreement or other Operative Agreementsuch Person, certified by the Secretary or any Assistant Secretary thereof in an accompanying Officer’s Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Servicer or the Administrator upon written request such information and copies of such documents as the Indenture Trustee may have and as are necessary for the Servicer or the Administrator to perform its duties under Articles II and III. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Issuer is authorized by the Trust Agreement its constitutional documents to enter into this Master Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust Issuer with respect thereto. The Owner Trust Indenture Trustee shall assumenot be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the Direction of the Noteholders in accordance herewith relating to the time, method and shall be fully protected in assuming, that place of conducting any proceeding for any remedy available to the Indenture Trustee is authorized to enter into Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Master Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect theretoany Series Supplement. In the administration of the trusts hereunder, the The Indenture Trustee may execute any of the trusts obligations or powers hereof and hereunder or perform its powers and any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and at the expense of the Indenture Estate Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. The Indenture Trustee may consult with counsel, accountants and other skilled Persons experts as to any matter relating to this Master Indenture and any Opinion of Counsel or any advice of such counsel, accountants and other experts shall be selected full and retained complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Master Indenture, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or Direction of any of the Noteholders, pursuant to the provisions of this Master Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Master Indenture shall in any event require the Indenture Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer, the Servicer or the Administrator under this Master Indenture and any Series Supplement or any of the Operative Agreements. The Indenture Trustee shall not be liable for anything doneany losses or Taxes (except for Taxes relating to any compensation, suffered fees or omitted commissions of any entity acting in its capacity as Indenture Trustee hereunder) or in connection with the selection of Permitted Investments or for any investment losses resulting from Permitted Investments unless the entity that is the Indenture Trustee is the issuer or the obligor of such a Permitted Investment. When the Indenture Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.01(f) or 4.01(g), such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. The Indenture Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Indenture Trustee obtains actual knowledge of such event or receives written notice of such event from the Issuer, the Administrator or Noteholders owning Notes aggregating not less than 10% of the Outstanding Principal Balance of the Notes. The Indenture Trustee shall have no duty to monitor the performance of the Issuer, the Servicer, the Administrator or any other party to the Operative Agreements, nor shall it have any liability in connection with the malfeasance or nonfeasance by such parties. The Indenture Trustee shall have no liability in connection with compliance by the Issuer, the Servicer, the Administrator or any Lessee under a Lease with statutory or regulatory requirements related to any Railcar or any Lease. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to any Railcar or any Lease or the validity or sufficiency of any assignment or other disposition of any Railcar or any Lease. The Indenture Trustee shall not be liable for any error of judgment reasonably made in good faith by an officer or officers of the Indenture Trustee, unless it shall be determined by a court of competent jurisdiction in a non-appealable judgment that the Indenture Trustee was negligent in making such judgment. The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless so requested in writing by the Noteholders evidencing not less than 25% of the principal amount of the Equipment Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Servicing Agreement or any other Operative Agreement, the Indenture Trustee may require reasonable indemnity satisfactory to it against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request or, if paid by the Indenture Trustee, shall be reimbursed by the Person making such request upon demand. The Indenture Trustee shall have no obligation to invest and reinvest any cash held in the Indenture Accounts in the absence of timely and specific written investment direction from the Administrator or as expressly provided herein. In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon in accordance with the written advice or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as the Operative Agreements. The Indenture Trustee shall have exercised due care no liability in selecting such Person)respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity in accordance with the Operative Agreements or by any other Person or the failure of the Administrator to provide timely written investment direction.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture The Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) may conclusively rely and shall be fully protected and incur any no liability to anyone in acting or refraining from acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either The Trustee shall have no obligation to confirm the veracity of the Owner Trust or the Indenture content of any such item provided to it (absent manifest error). The Trustee may accept a copy of a resolution of, in the case of the Board Issuer, the Directors and, in the case of Directors or any other party to any Related Document, the governing body of any party to the Participation Agreement or other Operative Agreementsuch Person, certified by the Secretary or any Assistant Secretary thereof in an accompanying Officer’s Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Administrative Agent upon written request such information and copies of such documents as the Trustee may have and as are necessary for the Administrative Agent to perform its duties under Articles II and III hereof. The Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Issuer is authorized by the Trust Agreement its constitutional documents to enter into this Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust Issuer with respect thereto. The Owner Trust Trustee shall assume, and shall not be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and liable for any action it takes or omits to take all action in good faith that it believes to be taken by authorized or within its rights or powers or for any action it takes or omits to take in accordance with the Indenture Trustee pursuant direction of the Controlling Party, in accordance with Section 4.12 relating to the provisions hereoftime, method and shall not inquire into place of conducting any proceeding for any remedy available to the authorization of Trustee, or exercising any trust or power conferred upon the Indenture Trustee with respect theretoTrustee, under this Indenture. In the administration of the trusts hereunder, the Indenture The Trustee may execute any of the trusts or powers hereof and hereunder or perform its powers and any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and at the expense of Trustee shall not be responsible for any misconduct or negligence on the Indenture Estate part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. The Trustee may consult with counselcounsel as to any matter relating to this Indenture and any Opinion of Counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, accountants or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and other skilled Persons liabilities which may be Incurred therein or thereby (the basis of such costs, expense or liability, if in respect of any third party liability, shall be supported by an Opinion of Counsel). The Trustee shall not be required to be selected and retained by expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Administrative Agent under this Indenture or any of the Related Documents. The Trustee shall not be liable for anything doneany Costs or Taxes (except for Taxes relating to any compensation, suffered fees or omitted commissions of any entity acting in good faith by it its capacity as Trustee hereunder) or in accordance connection with the selection of Permitted Account Investments or for any investment losses resulting from Permitted Account Investments. When the Trustee Incurs expenses or renders services in connection with an Event of Default specified in Section 4.01(e) or 4.01(f), such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. The Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Trustee obtains actual knowledge of such event or the Trustee receives written advice notice of such event from the Issuer, the Administrative Agent or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as the Indenture Holder. The Trustee shall have exercised due care no duty to monitor the performance of the Issuer, the Cash Manager or any other party to the Related Documents, nor shall it have any liability in selecting connection with the malfeasance or nonfeasance by such Person)parties. The Trustee shall have no liability in connection with the appointment of the Administrative Agent or compliance by the Issuer, the Administrative Agent and the Cash Manager or any lessee under a Lease with statutory or regulatory requirements related to any Aircraft or any Lease. The Trustee shall have no obligation, or liability in respect thereto, to verify or recalculate any of the determinations made by the Administrative Agent pursuant to the Related Documents. The Trustee shall not make or be deemed to have made any representations or warranties with respect to any Aircraft or any Lease or the validity or sufficiency of any assignment or other disposition of any Aircraft or any Lease.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture (a) The Security Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Security Trustee may accept a copy of a resolution of the Board of Directors board or other governing body of any party to the Participation Agreement this Agreement, any FAA Security Document or other Operative Agreementany Related Document, certified by the Secretary or any an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described hereinin this Agreement, or any FAA Security Document, the Owner Trust Security Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on a certificate, and shall be fully protected in Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. acting or refraining from acting upon, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Security Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Security Trustee shall furnish to each Service Provider upon request such information and copies of such documents as the Security Trustee may have and as are necessary for such Service Provider to perform its duties under the applicable Related Documents. The Security Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust each other party to this Agreement and any FAA Security Document is authorized by the Trust Agreement its organizational documents to enter into this Indenture Agreement, any such FAA Security Document and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereofof this Agreement or such FAA Security Document, as applicable, and shall not have any duty to inquire into the authorization of the Owner Trust such party with respect thereto. . (b) The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Indenture Security Trustee may execute any of the trusts powers hereunder or powers hereof and perform its powers and any duties hereunder under this Agreement or any FAA Security Document either directly or by or through agents agents, including financial advisors, or attorneys or a custodian or nominee, and at the expense of Security Trustee shall not be responsible for any misconduct or negligence on the Indenture Estate part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (c) The Security Trustee may consult with counsel and any opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement or any FAA Security Document in good faith and in accordance with such opinion or advice of such counsel. (d) The Security Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any FAA Security Document, accountants or to institute, conduct or defend any litigation under this Agreement or any FAA Security Document or in relation hereto or thereto, at the request, order or direction of any of the Secured Parties, pursuant to the provisions of this Agreement, unless such Secured Party shall have offered to the Security Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and other skilled Persons liabilities which may be incurred therein or thereby. (e) The Security Trustee shall not be required to be selected and retained by expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it, and none of the Indenture provisions contained in this Agreement or any FAA Security Document shall in any event require the Security Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer, the Administrative Agent or any other Person under any of the Related Documents. (f) The Security Trustee shall not be liable for anything doneany costs, suffered Taxes or omitted in good faith by it the selection of Permitted Investments made in accordance with this Agreement, the written advice or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as FAA Security Documents and the Indenture or for any investment losses resulting from Permitted Investments made in accordance with this Agreement, the FAA Security Documents and the Indenture. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. (g) When the Security Trustee incurs expenses or renders services in connection with an exercise of remedies specified in Section 5.01 or during an insolvency case or proceeding, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. (h) The Security Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Security Trustee obtains actual knowledge of such event or the Security Trustee receives written notice of such event from any of the Secured Parties or the Administrative Agent. (i) The Security Trustee shall have exercised due care no duty to (i) monitor the performance of the Issuer, the Administrative Agent or any other party to the Related Documents or (ii) monitor or maintain the priority or perfection of the security interest in selecting the Collateral, nor shall it have any liability in connection with the appointment of the Administrative Agent, or the malfeasance or nonfeasance by such Personparties. The Security Trustee shall have no liability in connection with non-compliance by the Issuer, the Administrative Agent, the Servicer or any Lessee under a Lease with statutory or regulatory requirements related to the Collateral, any Asset or any Lease. The Security Trustee shall not make or be deemed to have made any representations or warranties with respect to the Collateral, any Asset or any Lease or the validity or sufficiency of any assignment or other disposition of the Collateral, any Asset, or any Lease. (j) In no event shall the Security Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Security Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) In no event shall the Security Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or other similar catastrophic acts and interruptions, loss or malfunctions of utilities, communications or computer services.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture The Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the Indenture The Trustee may accept a copy of a resolution of, in the case of the Board Issuer, the Controlling Trustees and, in the case of Directors or any other party to any Related Document, the governing body of any party to the Participation Agreement or other Operative Agreementsuch Person, certified by the Secretary or any Assistant Secretary thereof in an accompanying Officer's Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee shall be entitled to receive and the Indenture Trustee may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Cash Manager or the Administrative Agent upon written request such information and copies of such documents as the Trustee may have and as are necessary for the Cash Manager or the Administrative Agent to perform its duties under Article II hereof. The Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Issuer is authorized by the Trust Agreement its constitutional documents to enter into this Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust Issuer with respect thereto. The Owner Trust Trustee shall assume, and shall not be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and liable for any action it takes or omits to take all action in good faith that it believes to be taken by authorized or within its rights or powers or for any action it takes or omits to take in accordance with the Indenture Trustee pursuant direction of the Holders in accordance with Section 4.12 hereof relating to the provisions hereoftime, method and shall not inquire into place of conducting any proceeding for any remedy available to the authorization of Trustee, or exercising any trust or power conferred upon the Indenture Trustee with respect theretoTrustee, under this Indenture. In the administration of the trusts hereunder, the Indenture The Trustee may execute any of the trusts or powers hereof and hereunder or perform its powers and any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and at the expense of Trustee shall not be responsible for any misconduct or negligence on the Indenture Estate part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. The Trustee may consult with counselcounsel as to any matter relating to this Indenture and any Opinion of Counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, accountants or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and other skilled Persons liabilities which may be incurred therein or thereby. The Trustee shall not be required to be selected and retained by expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Administrative Agent under this Indenture or any of the Related Documents. The Trustee shall not be liable for anything doneany Losses or Taxes (except for Taxes relating to any compensation, suffered fees or omitted commissions of any entity acting in good faith by it its capacity as Trustee hereunder) or in accordance connection with the selection of Permitted Account Investments or for any investment losses resulting from Permitted Account Investments. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.01(f) or 4.01(g) hereof, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors' rights generally. The Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Trustee obtains actual knowledge of such event or the Trustee receives written advice notice of such event from the Issuer, the Administrative Agent or written opinion Noteholders owning Notes aggregating not less than 10% of any such counsel, accountant or other skilled Person acting within such Person's area the outstanding principal amount of competence (so long as the Indenture Notes. The Trustee shall have exercised due care no duty to monitor the performance of the Issuer, the Cash Manager or any other party to the Related Documents, nor shall it have any liability in selecting connection with the malfeasance or nonfeasance by such Person)parties. The Trustee shall have no liability in connection with compliance by the Issuer, the Administrative Agent or any lessee under a Lease with statutory or regulatory requirements related to any Aircraft or any Lease. The Trustee shall not make or be deemed to have made any representations or warranties with respect to any Aircraft or any Lease or the validity or sufficiency of any assignment or other disposition of any Aircraft or any Lease.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the Owner Trust or the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party applicable Trustee, and such certificate shall constitute full protection to the Participation Agreement Subordination Agent for any action taken or other Operative Agreement, certified omitted to be taken by the Secretary or any Assistant Secretary thereof as duly adopted and it in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is good faith in full force and effectreliance thereon. As to any fact or matter relating to the Charterer Liquidity Providers, the Policy Provider or the Trustees the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee Subordination Agent may for all purposes hereof rely on an Officer's Certificate a certificate, signed by any Responsible Officer of the relevant party applicable Liquidity Provider, Policy Provider or Trustee, as the case may be, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Owner Trust is Liquidity Providers, the Policy Provider and each of the Trustees are authorized by the Trust Agreement to enter into this Indenture Agreement and to take all action to be taken by the Owner Trust them pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization each of the Indenture Trustee Liquidity Providers, the Policy Provider and Trustees with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee Subordination Agent may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it, and the Indenture Trustee Subordination Agent shall not be liable for the acts or omissions of any agent selected and appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the The Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the Owner Trust or the The Indenture Trustee may accept a copy of a resolution of, in the case of the Board Issuer, and in the case of Directors or any other party to any Operative Agreement, the governing body of any party to the Participation Agreement or other Operative Agreementsuch Person, certified by the Secretary or any Assistant Secretary thereof in an accompanying Officer’s Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter relating to the Charterer the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an Officer's Certificate officer of the relevant party any duly authorized Person, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Manager or the Administrator upon written request such information and copies of such documents as the Indenture Trustee may have and as are necessary for the Manager or the Administrator to perform its duties under Articles II and III hereof. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Issuer is authorized by the Trust Agreement its constitutional documents to enter into this Indenture and to take all action permitted to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust Issuer with respect thereto. The Owner Trust Indenture Trustee shall assumenot be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the Direction of the Holders in accordance herewith relating to the time, method and shall be fully protected in assuming, that place of conducting any proceeding for any remedy available to the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by Trustee, or exercising any trust or power conferred upon the Indenture Trustee pursuant to the provisions hereofTrustee, and shall not inquire into the authorization of the Indenture Trustee with respect theretounder this Indenture. In the administration of the trusts hereunder, the The Indenture Trustee may execute any of the trusts or powers hereof and hereunder or perform its powers and any duties hereunder either directly or by or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons to be selected and retained by itor a custodian or nominee, and the Indenture Trustee shall not be liable responsible for anything doneany misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. The Indenture Trustee may consult with counsel as to any matter relating to this Indenture and any Opinion of Counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or Direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Administrator under this Indenture or any of the Operative Agreements. The Indenture Trustee shall not be liable for any losses or Taxes (except for Taxes relating to any compensation, fees or commissions of any entity acting in its capacity as Indenture Trustee hereunder) or in connection with the selection of Permitted Investments or for any investment losses resulting from Permitted Investments unless the entity that is the Indenture Trustee is the issuer or the obligor of such a Permitted Investment. When the Indenture Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.01(f) or 4.01(g) hereof, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally. The Indenture Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Indenture Trustee obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Issuer, the Administrator or Noteholders owning Equipment Notes aggregating not less than 10% of the Outstanding Principal Balance of the Equipment Notes. The Indenture Trustee shall have no duty to monitor the performance of the Issuer, the Manager, the Administrator or any other party to the Operative Agreements, nor shall it have any liability in connection with the malfeasance or nonfeasance by such parties. The Indenture Trustee shall have no liability in connection with compliance by the Issuer, the Manager, the Administrator or any Lessee under a Lease with statutory or regulatory requirements related to any Railcar or any Lease. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to any Railcar or any Lease or the validity or sufficiency of any assignment or other disposition of any Railcar or any Lease. The Indenture Trustee shall not be liable for any error of judgment reasonably made in good faith by an officer or officers of the Indenture Trustee, unless it shall be determined by a court of competent jurisdiction in a non-appealable judgment that the Indenture Trustee was negligent in making such judgment. Except as expressly set forth in the Operative Agreements, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper document, unless any such Operative Agreement directs the Indenture Trustee to make such investigation. The Indenture Trustee shall have no obligation to invest and reinvest any cash held in the Indenture Accounts in the absence of timely and specific written investment direction from the Administrator or as expressly provided herein. In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon in accordance with the written advice or written opinion of any such counsel, accountant or other skilled Person acting within such Person's area of competence (so long as the Operative Agreements. The Indenture Trustee shall have exercised due care no liability in selecting such Person)respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity in accordance with the Operative Agreements or by any other Person or the failure of the Administrator to provide timely written investment direction.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust Trustee nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the The Owner Trust or Trustee and the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Refunding Agreement, certified by the Secretary or any an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to the aggregate unpaid Principal Amount of Equipment Notes outstanding as of any date, the Owner Trustee may for all purposes hereof rely on a certificate signed by any Vice President or other authorized corporate trust officer of the Indenture Trustee. As to any fact or matter relating to the Charterer Lessee the manner of Trust Indenture ascertainment of which is not specifically described herein, the Owner Trust Trustee and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or Trustee and the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it them in good faith in reliance thereon, but in the case of any such certificate, the Owner Trustee and the Indenture Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Indenture. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Owner Trustee and the Indenture Trustee each may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or (except in the case of the Indenture Trustee's obligations under the third sentence of Section 2.04(a)) through agents or attorneys and shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care hereunder. The Indenture Trustee may, at the expense of the Trust Indenture Estate may Estate, consult with counsel, accountants and other skilled Persons to be selected and retained by it, and the Owner Trustee and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it them in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)Persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any -46- 51 Responsible Officer of the Owner Trust or the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party applicable Trustee, and such certificate shall constitute full protection to the Participation Agreement Subordination Agent for any action taken or other Operative Agreement, certified omitted to be taken by the Secretary or any Assistant Secretary thereof as duly adopted and it in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is good faith in full force and effectreliance thereon. As to any fact or matter relating to the Charterer Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Owner Trust and the Indenture Trustee Subordination Agent may for all purposes hereof rely on an Officer's Certificate a certificate, signed by any Responsible Officer of the relevant party applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or the Indenture Trustee (in their individual or trust capacities), as the case may be, Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Owner Trust is Liquidity Providers and each of the Trustees are authorized by the Trust Agreement to enter into this Indenture Agreement and to take all action to be taken by the Owner Trust them pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization each of the Indenture Trustee Liquidity Providers and each of the Trustees with respect thereto. In the administration of the trusts hereunder, the Indenture Trustee Subordination Agent may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it, and the Indenture Trustee Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust Trustee nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the The Owner Trust or Trustee and the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the any Participation Agreement or other Operative the Special Participation Agreement, certified by the Secretary or any an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect; provided that the Owner Trustee shall accept the same as conclusive evidence of adoption and that the same are in full and force and effect in respect of the resolutions delivered pursuant to Section 2.1(c) (vii) of the Participation Agreement. As to the aggregate unpaid principal amount of hereof rely on a certificate signed by any Vice President or other authorized corporate trust officer of the Indenture Trustee. As to any fact or matter relating to the Charterer Lessee the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or Trustee and the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it them in good faith in reliance thereon. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Owner Trustee and the Indenture Trustee each may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may, at the expense of the Indenture Estate may consult Estate, advise with counsel, accountants and other skilled Persons TRUST INDENTURE persons to be selected and retained by it, and the Owner Trustee and the Indenture Trustee shall not riot be liable for anything done, suffered or omitted in good faith by it them in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust Trustee nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be Trust Indenture genuine and believed by it to be signed by the proper party or parties. Either of the The Owner Trust or Trustee and the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Refunding Agreement, certified by the Secretary or any an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to the aggregate unpaid Principal Amount of Equipment Notes outstanding as of any date, the Owner Trustee may for all purposes hereof rely on a certificate signed by any Vice President or other authorized corporate trust officer of the Indenture Trustee. As to any fact or matter relating to the Charterer Lessee the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or Trustee and the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it them in good faith in reliance thereon, but in the case of any such certificate, the Owner Trustee and the Indenture Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Indenture. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Owner Trustee and the Indenture Trustee each may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care hereunder. The Indenture Trustee may, at the expense of the Trust Indenture Estate may Estate, consult with counsel, accountants and other skilled Persons to be selected and retained by it, and the Owner Trustee and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it them in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)Persons.

Reliance; Agents; Advice of Counsel. Neither the Owner ----------------------------------- Trust Trustee nor the Indenture Trustee (in their respective individual or trust capacities for the purposes of this Section 7.05) shall incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. Either of the The Owner Trust or Trustee and the Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Participation Agreement or other Operative Refunding Agreement, certified by the Secretary or any an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to the aggregate unpaid Principal Amount of Equipment Notes outstanding as of any date, the Owner Trustee may for all purposes hereof rely on a certificate signed by any Vice President or other authorized corporate trust officer of the Indenture Trustee. As to any fact or matter relating to the Charterer Lessee the manner of ascertainment of which is not specifically described herein, the Owner Trust Trustee and the Indenture Trustee may for all purposes hereof rely on an Officer's Certificate a certificate, signed by a duly authorized officer of the relevant party Lessee, as to such fact or matter, and such Officer's Certificate certificate shall constitute full protection to the Owner Trust or Trustee and the Indenture Trustee (in their individual or trust capacities), as the case may be, for any action taken or omitted to be taken by it them in good faith in reliance thereon, but in the case of any such certificate, the Owner Trustee and the Indenture Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Indenture. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Owner Trust Trustee is authorized by the Trust Agreement to enter into this Indenture and to take all action to be taken by the Owner Trust it pursuant to the provisions hereof, and shall not inquire into the authorization of the Owner Trust with respect thereto. The Owner Trust shall assume, and shall be fully protected in assuming, that the Indenture Trustee is authorized to enter into this Indenture and to take all action to be taken by the Indenture Trustee pursuant to the provisions hereof, and shall not inquire into the authorization of the Indenture Trustee with respect thereto. In the administration of the trusts hereunder, the Owner Trustee and the Indenture Trustee each may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and, except that any such execution or performance shall not derogate from the Indenture Trustee's obligations under the third sentence of Section 2.04(a), the Indenture Trustee and the Owner Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care hereunder. The Indenture Trustee may, at the expense of the Trust Indenture Estate may Estate, consult with counsel, accountants and other skilled Persons to be selected and retained by it, and the Trust Indenture 85 - 80 - Owner Trustee and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it them in accordance with the written advice or written opinion of any such counsel, accountant accountants or other skilled Person acting within such Person's area of competence (so long as the Indenture Trustee shall have exercised due care in selecting such Person)Persons.