Common use of Reliance Upon Certificates, Counsel and Agents Clause in Contracts

Reliance Upon Certificates, Counsel and Agents. The Owner Trustee shall incur no liability to anyone in acting in reliance 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. Unless other evidence in respect thereof is specifically prescribed herein, any request, direction, order or demand of the Owner Participant or Lessee mentioned herein or in any of the Operative Documents to which the Owner Trustee is a party shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman of the board, the president, any executive vice president, any senior vice president or any vice president or a managing director and in the name of the Owner Participant or Lessee, as the case may be. The Owner Trustee may accept a copy of a resolution of the Board of Directors or Executive Committee of Lessee, certified by the secretary or any assistant secretary of Lessee as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board or Committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Owner Trustee may for all purposes hereof rely on a certificate signed by a person purporting to be the chairman of the board, the president, any executive vice president, any senior vice president or any vice president or a managing director of Lessee, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of trusts hereunder, the Owner 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 Trust Estate, consult with counsel, accountants and other skilled persons to be selected and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, attorney, counsel, accountant or other skilled person appointed by it with due care hereunder.

Reliance Upon Certificates, Counsel and Agents. The Owner Trustee shall incur no liability to anyone in acting in good faith in reliance upon and in accordance with 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. Unless other evidence in respect thereof is specifically prescribed hereinin this Trust Agreement, any request, direction, order or demand of the Owner Participant or Lessee mentioned herein in this Trust Agreement or in any of the Operative Documents to which the other Owner Trustee is a party Agreements shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman Chairman of the boardBoard, the presidentPresident, any executive vice president, any senior vice president Vice President or any vice president or a managing director other officer and in the name of the Owner Participant or Lessee, as the case may be. The Owner Trustee may accept a copy of a resolution of the Board of Directors or Executive Committee of Lessee, certified by the secretary Secretary or any assistant secretary an Assistant Secretary of Lessee as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board of Directors or Executive Committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described hereinin this Trust Agreement, the Owner Trustee may may, absent Actual Knowledge to the contrary, for all purposes hereof rely on a certificate signed by a person purporting to be the chairman Chairman of the boardBoard, the presidentPresident, any executive vice president, any senior vice president Vice President or any vice president other officer of Lessee, and the Treasurer or a managing director an Assistant Treasurer or the Secretary or an Assistant Secretary of Lessee, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereonthereon and in accordance therewith. In the administration of trusts hereunderunder this Trust Agreement, the Owner Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder under this Trust Agreement directly or through agents or attorneys and may, at the expense of the Trust Estate, consult with counsel, accountants and other skilled persons to be selected and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, attorney, counsel, accountant or other skilled person appointed by it with due care hereunderpersons.

Reliance Upon Certificates, Counsel and Agents. The ---------------------------------------------- Owner Trustee shall incur no liability to anyone in acting in reliance 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. Unless other evidence in respect thereof is specifically prescribed herein, any request, direction, order or demand of the Owner Participant Participant, Lessee or Lessee the Indenture Trustee mentioned herein or in any of the other Operative Documents Agreements to which the Owner Trustee is a party shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman of the board, the president, any executive vice president, any senior vice president or any vice president or a managing director and in the name an officer of the Owner Participant Participant, Lessee or Lesseethe Indenture Trustee, as the case may be. The Owner Trustee may accept a copy of a resolution of the Board of Directors or Executive Committee of Lessee, the Owner Participant or the Indenture Trustee, as the case may be, certified by the secretary Secretary or any assistant secretary an Assistant Secretary of Lessee Lessee, the Owner Participant or the Indenture Trustee, as the case may be, as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board or Committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Owner Trustee may may, absent actual knowledge to the contrary, for all purposes hereof rely on a certificate signed by a person purporting to be the chairman an officer of the boardLessee, the presidentOwner Participant or the Indenture Trustee, any executive vice president, any senior vice president or any vice president or a managing director of Lesseeas the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the trusts hereunder, the Owner Trustee may execute any of the trusts or exercise its powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may, at the expense Owner Trustee shall not be liable for the default or misconduct of any agents or attorneys selected by it with reasonable care. In the administration of the Trust Estatetrusts hereunder, the Owner Trustee may consult with counsel, accountants and other skilled persons to be selected and employed by it. The the Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, attorney, counsel, accountant or other skilled person appointed selected by it with due care hereunderreasonable care.

Reliance Upon Certificates, Counsel and Agents. The Owner Trustee shall incur no liability to anyone in acting in reliance upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it in good faith to be genuine and reasonably believed by it in good faith to be signed by the proper party or parties. Unless other evidence in respect thereof is specifically prescribed herein, any request, direction, order or demand of the Owner Participant or Lessee mentioned herein or in any of the other Operative Documents Agreements to which the Owner Trustee is a party shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman Chairman of the boardBoard, the presidentPresident, any executive vice presidentVice President, any senior vice president the Treasurer or any vice president other duly authorized officer or a managing director representative and in the name of the any such Owner Participant or Lessee, as the case may be. The Owner Trustee may accept a copy of a resolution of the Board of Directors or Executive Committee of LesseeLessee or the Owner Participant, as the case may be, certified by the secretary Secretary or any assistant secretary an Assistant Secretary of Lessee or the Owner Participant, as the case may be, as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board or Committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Owner Trustee may for all purposes hereof rely on a certificate signed by a person purporting to be the chairman Chairman of the boardBoard, the presidentPresident, any executive vice presidentVice President, any senior vice president the Treasurer or any vice president other duly authorized officer or a managing director representative of LesseeLessee or the Owner Participant, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of trusts hereunder, the Owner 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 Trust Estate, consult with counsel, accountants and other skilled persons to be selected and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion opinion, within the scope of such person's competence, of any such counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, attorney, counsel, accountant or other skilled person appointed by it with due care hereunder.

Reliance Upon Certificates, Counsel and Agents. The Owner Trustee shall incur no liability to anyone in acting in reliance 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. Unless other evidence in respect thereof is specifically prescribed herein, any request, direction, order or demand of the Owner Participant or Lessee mentioned herein or in any of the other Operative Documents Agreements to which the Owner Trustee is a party shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman of the board, the president, any executive vice president, any senior vice president or any vice president or a managing director and in the name Responsible Officer of the Owner Participant or Lessee, as the case may be. The Owner Trustee may accept a copy of a resolution of the Board of Directors of Lessee or Executive Committee of Lesseethe Owner Participant, as the case may be, certified by the secretary Secretary or any assistant secretary an Assistant Secretary of Lessee or the Owner Participant, as the case may be, as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board or Committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Owner Trustee may may, absent actual knowledge to the contrary, for all purposes hereof rely on a certificate signed by a person purporting to be Responsible Officer of Lessee or the chairman of Owner Participant, as the board, the president, any executive vice president, any senior vice president or any vice president or a managing director of Lesseecase may be, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the trusts hereunder, the Owner Trustee may execute any of the trusts or exercise its powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may, at the expense Owner Trustee shall not be liable for the default or misconduct of any agents or attorneys selected by it with reasonable care. In the administration of the Trust Estatetrusts hereunder, the Owner Trustee may consult with counsel, accountants and other skilled persons to be selected and employed by it. The the Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, attorney, counsel, accountant or other skilled person appointed selected by it with due care hereunderreasonable care.

Reliance Upon Certificates, Counsel and Agents. The Owner Trustee shall incur no liability to anyone in acting in reliance 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. Unless other evidence in respect thereof is specifically prescribed herein, any request, direction, order or demand of the Owner Participant Trustor or Lessee mentioned herein or in any of the Operative Documents to which the Owner Trustee is a party shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman of the board, the president, any executive vice president, any senior vice president or any vice president or a managing director and in the name of the Owner Participant Trustor or Lessee, as the case may be. The Owner Trustee may accept a copy of a resolution of the Board of Directors or Executive Committee of Lessee, certified by the secretary or any assistant secretary of Lessee as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board or Committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Owner Trustee may for all purposes hereof rely on a certificate signed by a person purporting to be the chairman of the board, the president, any executive vice president, any senior vice president or any vice president or a managing director of Lessee, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of trusts hereunder, the Owner 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 Trust Estate, consult with counsel, accountants and other skilled persons to be selected and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, attorney, counsel, accountant or other skilled person appointed by it with due care hereunder.

Reliance Upon Certificates, Counsel and Agents. The Owner Trustee shall incur no liability to anyone in acting in good faith in reliance upon and in accordance with 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. Unless other evidence in respect thereof is specifically prescribed hereinin this Trust Agreement, any request, direction, order or demand of the Owner Participant Beneficiary or Lessee mentioned herein in this Trust Agreement or in any of the other Operative Documents to which the Owner Trustee is a party shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman Chairman of the boardBoard, the presidentPresident, any executive vice president, any senior vice president Vice President or any vice president or a managing director other officer and in the name of the Owner Participant Beneficiary or Lessee, as the case may be. The Owner Trustee may accept a copy of a resolution of the Board of Directors or Executive Committee of Lessee, certified by the secretary Secretary or any assistant secretary an Assistant Secretary of Lessee as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board of Directors or Executive Committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described hereinin this Trust Agreement, the Owner Trustee may may, absent actual knowledge to the contrary, for all purposes hereof rely on a certificate signed by a person purporting to be the chairman Chairman of the boardBoard, the presidentPresident, any executive vice president, any senior vice president Vice President or any vice president other officer of Lessee, and the Treasurer or a managing director an Assistant Treasurer or the Secretary or an Assistant Secretary of Lessee, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereonthereon and in accordance therewith. In the administration of trusts hereunderunder this Trust Agreement, the Owner Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder under this Trust Agreement directly or through agents or attorneys and may, at the expense of the Trust Estate, consult with counsel, accountants and other skilled persons to be selected and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, attorney, counsel, accountant or other skilled person appointed by it with due care hereunder.

Reliance Upon Certificates, Counsel and Agents. The Owner ---------------------------------------------- Trustee shall incur no liability to anyone in acting in reliance 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. Unless other evidence in respect thereof is specifically prescribed herein, any request, direction, order or demand of the Owner Participant Participant, Lessee or Lessee the Indenture Trustee mentioned herein or in any of the other Operative Documents Agreements to which the Owner Trustee is a party shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman of the board, the president, any executive vice president, any senior vice president or any vice president or a managing director and in the name an officer of the Owner Participant Participant, Lessee or Lesseethe Indenture Trustee, as the case may be. The Owner Trustee may accept a copy of a resolution of the Board of Directors or Executive Committee of Lessee, the Owner Participant or the Indenture Trustee, as the case may be, certified by the secretary Secretary or any assistant secretary an Assistant Secretary of Lessee Lessee, the Owner Participant or the Indenture Trustee, as the case may be, as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board or Committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Owner Trustee may may, absent actual knowledge to the contrary, for all purposes hereof rely on a certificate signed by a person purporting to be the chairman an officer of the boardLessee, the presidentOwner Participant or the Indenture Trustee, any executive vice president, any senior vice president or any vice president or a managing director of Lesseeas the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the trusts hereunder, the Owner Trustee may execute any of the trusts or exercise its powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may, at the expense Owner Trustee shall not be liable for the default or misconduct of any agents or attorneys selected by it with reasonable care. In the administration of the Trust Estatetrusts hereunder, the Owner Trustee may consult with counsel, accountants and other skilled persons to be selected and employed by it. The the Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, attorney, counsel, accountant or other skilled person appointed selected by it with due care hereunderreasonable care.

Reliance Upon Certificates, Counsel and Agents. The Owner Trustee shall incur no liability to anyone in acting in good faith in reliance upon and in accordance with 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. Unless other evidence in respect thereof is specifically prescribed hereinin this Trust Agreement, any request, direction, order or demand of the Owner Participant or Lessee mentioned herein in this Trust Agreement or in any of the Operative Documents to which the other Owner Trustee is a party Agreements shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman Chairman of the boardBoard, the presidentPresident, any executive vice president, any senior vice president Vice President or any vice president or a managing director other officer and in the name of the Owner Participant or Lessee, as the case may be. The Owner Trustee may accept a copy of a resolution of the Board of Directors or Executive Committee of Lessee, TRUST AGREEMENT BASE 391 13 certified by the secretary Secretary or any assistant secretary an Assistant Secretary of Lessee as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board of Directors or Executive Committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described hereinin this Trust Agreement, the Owner Trustee may may, absent Actual Knowledge to the contrary, for all purposes hereof rely on a certificate signed by a person purporting to be the chairman Chairman of the boardBoard, the presidentPresident, any executive vice president, any senior vice president Vice President or any vice president other officer of Lessee, and the Treasurer or a managing director an Assistant Treasurer or the Secretary or an Assistant Secretary of Lessee, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereonthereon and in accordance therewith. In the administration of trusts hereunderunder this Trust Agreement, the Owner Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder under this Trust Agreement directly or through agents or attorneys and may, at the expense of the Trust Estate, consult with counsel, accountants and other skilled persons to be selected and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, attorney, counsel, accountant or other skilled person appointed by it with due care hereunderpersons.

Reliance Upon Certificates, Counsel and Agents. The Neither the Trust Company nor the Owner Trustee shall incur no any liability to anyone in acting in reliance 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. Unless other evidence in respect thereof is specifically prescribed herein, any request, direction, order or demand of the Owner Participant Participant, the Lessee or Lessee any Person mentioned herein or in any of the Operative Documents to which the Owner Trustee Trust is a party shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman of the board, the president, any executive vice president, any senior vice president or any vice president or a managing director Responsible Officer and in the name of the Owner Participant Participant, the Lessee or Lesseeany Person, as the case may be. The Trust Company or the Owner Trustee may accept in good faith a certified copy of a resolution of the Board board of Directors directors or Executive Committee executive committee, as the case may be, of Lesseeany corporate party (or in each case, the equivalent thereof), certified by the secretary Secretary or any assistant secretary an Assistant Secretary (or an equivalent official) of Lessee such corporate party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board board or Committee committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Trust Company or the Owner Trustee may for all purposes hereof rely on a certificate signed by a person purporting to be the chairman an Officer’s Certificate of the board, the president, any executive vice president, any senior vice president or any vice president or a managing director of Lessee, relevant party as to such fact or matter, and such certificate shall constitute full protection to the Trust Company and the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of trusts the trust hereunder, the Trust Company and the Owner 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 Trust Estate, may consult with counsel, accountants and other skilled persons to be selected and employed by it. The Neither the Trust Company nor the Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such agent, counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, attorney, counsel, accountant or other skilled person appointed by it with due care hereunder, but shall be liable for its failure to act in good faith in the appointment of agents, counsel, accountants or other skilled persons.

Reliance Upon Certificates, Counsel and Agents. The Owner Trustee shall incur no liability to anyone in acting in good faith in reliance upon and in accordance with 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. Unless other evidence in respect thereof is specifically prescribed hereinin this Trust Agreement, any request, direction, order or demand of the Owner Participant or Lessee mentioned herein in this Trust Agreement or in any of the Operative Documents to which the other Owner Trustee is a party Agreements shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman Chairman of the boardBoard, the presidentPresident, any executive vice president, any senior vice president Vice President or any vice president or a managing director other officer and in the name of the Owner Participant or Lessee, as the case may be. The Owner Trustee may accept a copy of a resolution of the Board of Directors or Executive Committee of Lessee, certified by the secretary Secretary or any assistant secretary an Assistant Secretary of Lessee as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board of TRUST AGREEMENT SPECIAL 917 13 Directors or Executive Committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described hereinin this Trust Agreement, the Owner Trustee may may, absent Actual Knowledge to the contrary, for all purposes hereof rely on a certificate signed by a person purporting to be the chairman Chairman of the boardBoard, the presidentPresident, any executive vice president, any senior vice president Vice President or any vice president other officer of Lessee, and the Treasurer or a managing director an Assistant Treasurer or the Secretary or an Assistant Secretary of Lessee, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereonthereon and in accordance therewith. In the administration of trusts hereunderunder this Trust Agreement, the Owner Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder under this Trust Agreement directly or through agents or attorneys and may, at the expense of the Trust Estate, consult with counsel, accountants and other skilled persons to be selected and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, attorney, counsel, accountant or other skilled person appointed by it with due care hereunderpersons.

Reliance Upon Certificates, Counsel and Agents. The Owner Trustee shall incur no liability to anyone in acting in reliance 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. Unless other evidence in respect thereof is specifically prescribed herein, any request, direction, order or demand of the Owner Participant Participant, Lessee or Lessee the Indenture Trustee mentioned herein or in any of the other Operative Documents Agreements to which the Owner Trustee is a party shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman of the board, the president, any executive vice president, any senior vice president or any vice president or a managing director and in the name an officer of the Owner Participant Participant, Lessee or Lesseethe Indenture Trustee, as the case may be. The Owner Trustee may accept a copy of a resolution of the Board of Directors or Executive Committee of Lessee, the Owner Participant or the Indenture Trustee, as the case may be, certified by the secretary Secretary or any assistant secretary an Assistant Secretary of Lessee Lessee, the Owner Participant or the Indenture Trustee, as the case may be, as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board or Committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Owner Trustee may may, absent actual knowledge to the contrary, for all purposes hereof rely on a certificate signed by a person purporting to be the chairman an officer of the boardLessee, the presidentOwner Participant or the Indenture Trustee, any executive vice president, any senior vice president or any vice president or a managing director of Lesseeas the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the trusts hereunder, the Owner Trustee may execute any of the trusts or exercise its powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may, at the expense Owner Trustee shall not be liable for the default or misconduct of any agents or attorneys selected by it with reasonable care. In the administration of the Trust Estatetrusts hereunder, the Owner Trustee may consult with counsel, accountants and other skilled persons to be selected and employed by it. The the Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, attorney, counsel, accountant or other skilled person appointed selected by it with due care hereunderreasonable care.

Reliance Upon Certificates, Counsel and Agents. The ---------------------------------------------- Owner Trustee shall incur no liability to anyone in acting in good faith in reliance upon and in accordance with 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. Unless other evidence in respect thereof is specifically prescribed herein, any request, direction, order or demand of the Owner Participant or Lessee mentioned herein or in any of the Operative Documents to which the Owner Trustee is a party shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman Chairman of the boardBoard, the presidentPresident, any executive vice president, any senior vice president Vice President or any vice president or a managing director other officer and in the name of the Owner Participant or Lessee, as the case may be. The Owner Trustee may accept a copy of a resolution of the Board of Directors or Executive Committee of Lessee, certified by the secretary Secretary or any assistant secretary an Assistant Secretary of Lessee as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board or Committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Owner Trustee may for all purposes hereof rely on a certificate signed by a person purporting to be the chairman Chairman of the boardBoard, the presidentPresident, any executive vice president, any senior vice president Vice President or any vice president or a managing director other officer of Lessee, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereonthereon and in accordance therewith. In the administration of trusts hereunder, the Owner 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 Trust Estate, consult with counsel, accountants and other skilled persons to be selected and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, attorney, counsel, accountant or other skilled person appointed by it with due care hereunder.

Reliance Upon Certificates, Counsel and Agents. The Owner Trustee shall incur no liability to anyone in acting in good faith in reliance 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. Unless other evidence in respect thereof is specifically prescribed herein, any request, direction, order or demand of the Owner Participant or Lessee mentioned herein or in any of the Operative Documents to which the Owner Trustee is a party shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman Chairman of the boardBoard, the presidentPresident, any executive vice president, any senior vice president Vice President or any vice president or a managing director other officer and in the name of the Owner Participant or Lessee, as the case may be. The Owner Trustee may accept a copy of a resolution of the Board of Directors or Executive Committee of Lessee, certified by the secretary Secretary or any assistant secretary an Assistant Secretary of Lessee as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board or Committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Owner Trustee may may, absent actual knowledge to the contrary, for all purposes hereof rely on a certificate signed by a person purporting to be the chairman Chairman of the boardBoard, the presidentPresident, any executive vice president, any senior vice president Vice President or any vice president other officer of Lessee or a managing director of LesseeOwner Participant, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of trusts hereunder, the Owner 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 Trust Estate, AMENDED & RESTATED TRUST AGREEMENT (AA EETC 2001-1) may consult with counsel, accountants and other skilled persons to be selected and employed by it in each case other than persons regularly employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or opinion of any such counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, attorney, counsel, accountant or other skilled person appointed by it with due care hereunderpersons.

Reliance Upon Certificates, Counsel and Agents. The Owner Trustee shall incur no liability to anyone in acting in good faith in reliance upon and in accordance with 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. Unless other evidence in respect thereof is specifically prescribed hereinin this Trust Agreement, any request, direction, order or demand of the Owner Participant or Lessee mentioned herein in this Trust Agreement or in any of the Operative Documents to which the other Owner Trustee is a party Agreements shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman Chairman of the boardBoard, the presidentPresident, any executive vice president, any senior vice president Vice President or any vice president or a managing director other officer and in the name of the Owner Participant or Lessee, as the case may be. The Owner Trustee may accept a copy of a resolution of the Board of Directors or Executive Committee of Lessee, certified by the secretary Secretary or any assistant secretary an Assistant Secretary of Lessee as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board of Directors or Executive Committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described hereinin this Trust Agreement, the Owner Trustee may may, absent Actual Knowledge to the contrary, for all purposes hereof rely on a certificate signed by a person purporting to be the chairman Chairman of the boardBoard, the presidentPresident, any executive vice president, any senior vice president Vice President or any vice president other officer of Lessee, and the Treasurer or a managing director an Assistant Treasurer or the Secretary or an Assistant Secretary of Lessee, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereonthereon and in accordance therewith. In the administration of trusts hereunderunder this Trust Agreement, the Owner Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder under this Trust Agreement directly or through agents or attorneys and may, at the expense of the Trust EstateLessee, consult with counsel, accountants and other skilled persons to be selected and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, attorney, counsel, accountant or other skilled person appointed by it with due care hereunderpersons.

Reliance Upon Certificates, Counsel and Agents. The Owner Trustee shall incur no liability to anyone in acting in reliance 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. Unless other evidence in respect thereof is specifically prescribed herein, any request, direction, order or demand of the Owner Participant or Lessee mentioned herein or in any of the other Operative Documents Agreements to which the Owner Trustee is a party shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman of the board, the president, any executive vice president, any senior vice president or any vice president or a managing director and in the name Responsible Officer of the Owner Participant or Lessee, as the case may be. The Owner Trustee may accept a copy of a resolution of the Board of Directors of Lessee or Executive Committee of Lesseethe Owner Participant, as the case may be, certified by the secretary Secretary or any assistant secretary an Assistant Secretary of Lessee or the Owner Participant, as the case may be, as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board or Committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Owner Trustee may may, absent actual knowledge to the contrary, for all purposes hereof rely on a certificate signed by a person purporting to be Responsible Officer of Lessee or the chairman of Owner Participant, as the board, the president, any executive vice president, any senior vice president or any vice president or a managing director of Lesseecase may be, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the trusts hereunder, the Owner Trustee may execute any of the trusts or exercise its powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may, at the expense Owner Trustee shall not be liable for the default or misconduct of any agents or attorneys selected by it with prudence and reasonable care. In the administration of the Trust Estatetrusts hereunder, the Owner Trustee may consult with counsel, accountants and other skilled persons to be selected and employed by it. The the Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons and selected by it with reasonable care; provided, the Owner Trustee agrees that it shall not endeavor to give the Owner Participant notice that it is or will be liable for the negligence of any such agent, attorney, consulting with counsel, accountant or and other skilled person appointed by it with due care hereunderpersons (as permitted above) and shall endeavor to provide that the Owner Participant may rely on such advice or opinion, as appropriate to such context.

Reliance Upon Certificates, Counsel and Agents. The Owner Trustee shall incur no liability to anyone in acting in reliance 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. Unless other evidence in respect thereof is specifically prescribed herein, any request, direction, order or demand of the Owner Participant Participant, Lessee or Lessee the Indenture Trustee mentioned herein or in any of the other Operative Documents Agreements to which the Owner Trustee is a party shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman of the board, the president, any executive vice president, any senior vice president or any vice president or a managing director and in the name an officer of the Owner Participant Participant, Lessee or Lesseethe Indenture Trustee, as the case may be. The Owner Trustee may accept a copy of a resolution of the Board of Directors or Executive Committee of Lessee, the Owner Participant or the Indenture Trustee, as the case may be, certified by the secretary Secretary or any assistant secretary an Assistant Secretary of Lessee Lessee, the Owner Participant or the Indenture Trustee, as the case may be, as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board or Committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Owner Trustee may for all purposes hereof rely on a certificate signed by a person purporting to be the chairman an officer of the boardLessee, the presidentOwner Participant or the Indenture Trustee, any executive vice president, any senior vice president or any vice president or a managing director of Lesseeas the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the trusts hereunder, the Owner Trustee may execute any of the trusts or exercise its powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may, at the expense Owner Trustee shall not be liable for the default or misconduct of any agents or attorneys selected by it with reasonable care. In the administration of the Trust Estatetrusts hereunder, the Owner Trustee may consult with counsel, accountants and other skilled persons to be selected and employed by it. The the Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, attorney, counsel, accountant or other skilled person appointed selected by it with due care hereunderreasonable care.

Reliance Upon Certificates, Counsel and Agents. The Owner Trustee shall incur no liability to anyone in acting in reliance 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. Unless other evidence in respect thereof is specifically prescribed herein, any request, direction, order or demand of the Owner Participant or Lessee mentioned herein or in any of the Operative Documents to which the Owner Trustee is a party shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman of the board, the president, any executive vice president, any senior vice president or any vice president or a managing director and in the name of the Owner Participant or Lessee, as the case may be. The Owner Trustee may accept a copy of a resolution of the Board of Directors or Executive Committee of Lessee, certified by the secretary or any assistant secretary of Lessee as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board or Committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Owner Trustee may for all purposes hereof rely on a certificate signed by a person purporting to be the chairman of the board, the president, any executive vice president, any senior vice president or any vice president or a managing director of Lessee, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of trusts hereunder, the Owner 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 Trust Estate, consult with counsel, accountants and other skilled persons to be selected and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, attorney, counsel, accountant or other skilled person appointed by it with due care hereunder.

Reliance Upon Certificates, Counsel and Agents. The Owner Trustee shall incur no liability to anyone in acting in reliance 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. Unless other evidence in respect thereof is specifically prescribed herein, any request, direction, order or demand of the Owner Participant or Lessee mentioned herein or in any of the Operative Documents Agreements to which the Owner Trustee is a party shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman Chairman of the boardBoard, the presidentPresident, any executive vice president, any senior vice president Vice President or any vice president or a managing director other officer and in the name of the Owner Participant or Lessee, as the case may be. The Owner Trustee may accept a copy of a resolution of the Board of Directors or Executive Committee of Lessee, certified by the secretary Secretary or any assistant secretary an Assistant Secretary of Lessee as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board or Committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Owner Trustee may for all purposes hereof conclusively rely on a certificate signed by a person purporting to be the chairman Chairman of the boardBoard, the presidentPresident, any executive vice president, any senior vice president Vice President or any vice president other officer of Lessee or a managing director of LesseeOwner Participant, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of trusts hereunder, the Owner 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 Trust Estate, may consult with counsel, accountants and other skilled persons to be selected and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with with, the advice or opinion of any such counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, attorney, counsel, accountant or other skilled person appointed by it with due care hereunder.

Reliance Upon Certificates, Counsel and Agents. The Owner Trustee shall incur no liability to anyone in acting in reliance upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it in good faith to be genuine and reasonably believed by it to be signed by the proper party or parties. Unless other evidence in respect thereof is specifically prescribed herein, any request, direction, order or demand of the Owner Participant Participants or Lessee mentioned herein or in any of the Operative Documents to which the Owner Trustee is a party shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman Chairman of the boardBoard, the president, any executive vice president, any senior vice president President or any vice president or a managing director Vice President and in the name of the any such Owner Participant or Lessee, as the case may be. The Owner Trustee may accept a copy of a resolution of the Board of Directors or Executive Committee of Lessee, certified by the secretary Secretary or any assistant secretary an Assistant Secretary of Lessee as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board or Committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Owner Trustee may for all purposes hereof rely on a certificate signed by a person purporting to be the chairman Chairman of the boardBoard, the president, any executive vice president, any senior vice president President or any vice president or a managing director Vice President of Lessee, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of trusts hereunder, the Owner 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 Trust Estate, consult with counsel, accountants and other skilled persons to be selected and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, attorney, counsel, accountant or other skilled person appointed by it with due care hereunder.

Reliance Upon Certificates, Counsel and Agents. The Owner Trustee shall incur no liability to anyone in acting in reliance upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it in good faith to be genuine and reasonably believed by it in good faith to be signed by the proper party or parties. Unless other evidence in respect thereof is specifically prescribed herein, any request, direction, order or demand of the Owner Participant or Lessee mentioned herein or in any of the other Operative Documents Agreements to which the Owner Trustee is a party shall be sufficiently evidenced by written instruments signed by a person purporting to be the chairman Chairman of the boardBoard, the presidentPresident, any executive vice presidentVice President, any senior vice president the Treasurer or any vice president other duly authorized officer or a managing director representative and in the name of the any such Owner Participant or Lessee, TRUST AGREEMENT [N396SW] -9- 15 as the case may be. The Owner Trustee may accept a copy of a resolution of the Board of Directors or Executive Committee of LesseeLessee or the Owner Participant, as the case may be, certified by the secretary Secretary or any assistant secretary an Assistant Secretary of Lessee or the Owner Participant, as the case may be, as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board or Committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Owner Trustee may for all purposes hereof rely on a certificate signed by a person purporting to be the chairman Chairman of the boardBoard, the presidentPresident, any executive vice presidentVice President, any senior vice president the Treasurer or any vice president other duly authorized officer or a managing director representative of LesseeLessee or the Owner Participant, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of trusts hereunder, the Owner 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 Trust Estate, consult with counsel, accountants and other skilled persons to be selected and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion opinion, within the scope of such person's competence, of any such counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, attorney, counsel, accountant or other skilled person appointed by it with due care hereunder.