Common use of Absence of Certain Duties Clause in Contracts

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 hereof and except as provided in Section 5.5 and 5.8 hereof, the Indenture Trustee shall have no duty (a) to see to any registration, recording or filing of any Operative Document (or any financing or continuation statements in respect thereto) or to see to the maintenance of any such registration, recording or filing, (b) to see to any insurance on the Facilities or the Facilities or to effect or maintain any such insurance, (c) except as otherwise provided in Section 5.5 hereof or in Section 10 of the Participation Agreement, to see to the payment or discharge of any Tax or any Lien of any kind owing with respect to, or assessed or levied against, any part of the Indenture Estate, (d) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument of the Facility Lessee, (e) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants with respect to the Facility or (f) to exercise any of the trusts 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 Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders). Notwithstanding the foregoing, the Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant promptly upon receipt thereof duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Trustee hereunder or under any of the Operative Documents unless the Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereof.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 5.02 hereof and except as provided in in, and without limiting the generality of, Sections 3.01, 5.03 and 5.04 hereof and the last sentence of Section 5.5 and 5.8 9.01(b) hereof, neither the Indenture Owner Trustee nor FSB shall have no any duty (ai) to see to any registration, recording or filing of any Operative Document (or of any financing or continuation statements in respect thereto) supplement to any thereof or to see to the maintenance of any such registration, recording or filingfiling or any other filing of reports with the Federal Aviation Administration or other governmental agencies, except that FSB, in its individual capacity, shall comply with the reporting requirements set forth in 14 C.F.R. ss. 47.45 and 14 C.F.R. ss. 47.51 or any successor provisions and the Owner Trustee shall, to the extent that information for that purpose is supplied by Lessee pursuant to any of the Operative Documents, complete and timely submit (band furnish the Owner Participant with a copy of) any and all reports relating to the Aircraft which may from time to time be required by the Federal Aviation Administration or any government or governmental authority having jurisdiction, or (ii) to see to any insurance on the Facilities or the Facilities Aircraft or to effect or maintain any such insurance, (c) except as otherwise provided whether or not Lessee shall be in default with respect thereto, other than to forward to the Owner Participant copies of all reports and other written information which the Owner Trustee receives from Lessee pursuant to Section 5.5 hereof or in Section 10 11 of the Participation AgreementLease, (iii) to see to the payment or discharge of any Tax tax, assessment or other governmental charge or any Lien lien or encumbrance of any kind owing with respect to, or assessed or levied against, against any part of the Trust Indenture Estate or the Trust Estate, (d) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument except as provided in Section 7 of the Facility LesseeParticipation Agreement, or (eiv) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants books and records with respect to the Facility or (f) to exercise Aircraft at any of the trusts 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 Noteholders, time permitted pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders)Lease. Notwithstanding the foregoing, the Owner Trustee will furnish to the Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant Participant, promptly upon receipt thereof thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Owner Trustee hereunder under the Lease or under any of the other Operative Documents unless the Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereofDocument.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 5.02 hereof and except as provided in in, and without limiting the generality of, Section 5.5 5.04 hereof and 5.8 the last sentence of Section 9.01(b) hereof, neither the Indenture Owner Trustee nor FSB shall have no any duty (ai) to see to any registration, recording or filing of any Operative Document (or of any financing or continuation statements in respect thereto) supplement to any thereof or to see to the maintenance of any such registration, recording or filingfiling or any other filing of reports with the Federal Aviation Administration or other governmental agencies, except that FSB, in its individual capacity, shall comply with the reporting requirements set forth in 14 C.F.R. ss. 47.45 or any successor provision and the Owner Trustee shall, to the extent that information for that purpose is supplied by Lessee pursuant to any of the Operative Documents, complete and timely submit (band furnish the Owner Participant with a copy of) any and all reports relating to the Aircraft which may from time to time be required by the Federal Aviation Administration or any government or governmental authority having jurisdiction, or (ii) to see to any insurance on the Facilities or the Facilities Aircraft or to effect or maintain any such insurance, (cwhether or not Lessee shall be in default with respect thereto, other than to forward to the Owner Participant copies of all reports and other written information which the Owner Trustee receives from Lessee pursuant to Section 11(c) except as otherwise provided in Section 5.5 hereof or in Section 10 of the Participation AgreementLease, (iii) to see to the payment or discharge of any Tax tax, assessment or other governmental charge or any Lien lien or encumbrance of any kind owing with respect to, or assessed or levied against, against any part of the Trust Indenture Estate or the Trust Estate, (d) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument except as provided in Section 8 of the Facility LesseeParticipation Agreement, or (eiv) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants books and records with respect to the Facility or (f) to exercise Aircraft at any of the trusts 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 Noteholders, time permitted pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders)Lease. Notwithstanding the foregoing, the Owner Trustee will furnish to the Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant Participant, promptly upon receipt thereof thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Owner Trustee hereunder under the Lease or under any of the other Operative Documents unless the Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereofDocument.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 5.02 hereof and except as provided in in, and without limiting the generality of, Section 5.5 5.04 hereof and 5.8 the last sentence of Section 9.01(b) hereof, neither the Indenture Owner Trustee nor FSB shall have no any duty (ai) to see to any registration, recording or filing of any Operative Document (or of any financing or continuation statements in respect thereto) supplement to any thereof or to see to the maintenance of any such registration, recording or filingfiling or any other filing of reports with the Federal Aviation Administration or other governmental agencies, except that FSB, in its individual capacity, shall comply with the reporting requirements set forth in 14 C.F.R. Section 47.45 or any successor provision and the Owner Trustee shall, to the extent that information for that purpose is supplied by Lessee pursuant to any of the Operative Documents, complete and timely submit (band furnish the Owner Participant with a copy of) any and all reports relating to the Aircraft which may from time to time be required by the Federal Aviation Administration or any government or governmental authority having jurisdiction, or (ii) to see to any insurance on the Facilities or the Facilities Aircraft or to effect or maintain any such insurance, (cwhether or not Lessee shall be in default with respect thereto, other than to forward to the Owner Participant copies of all reports and other written information which the Owner Trustee receives from Lessee pursuant to Section 11(c) except as otherwise provided in Section 5.5 hereof or in Section 10 of the Participation AgreementLease, or (iii) to see to the payment or discharge of any Tax tax, assessment or other governmental charge or any Lien lien or encumbrance of any kind owing with respect to, or assessed or levied against, against any part of the Trust Indenture Estate or the Trust Estate, (d) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument except as provided in Section 8 of the Facility LesseeParticipation Agreement, or (eiv) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants books and records with respect to the Facility or (f) to exercise Aircraft at any of the trusts 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 Noteholders, time permitted pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders)Lease. Notwithstanding the foregoing, the Owner Trustee will furnish to the Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant Participant, promptly upon receipt thereof thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Owner Trustee hereunder under the Lease or under any of the other Operative Documents unless the Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereofDocument.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 hereof and except as provided in Section Sections 5.5 and 5.8 hereof5.8, the Lease Indenture Trustee shall have no duty (a) to see to any registration, recording or filing of any Operative Document (or any financing or continuation statements in respect thereto) or to see to the maintenance of any such registration, recording or filing, (b) to see to any insurance on the Facilities Facility or the Facilities Project or to effect or maintain any such insurance, (c) except as otherwise provided in Section 5.5 hereof or in Section 10 8 of the Participation Agreement, to see to the payment or discharge of any Tax or any Lien of any kind owing with respect to, or assessed or levied against, any part of the Indenture Estate, (d) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument of the Facility Lessee, (e) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants with respect to the Facility or (f) to exercise any of the trusts 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 Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Lease Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders). Notwithstanding the foregoing, the Lease Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant promptly upon receipt thereof duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Lease Indenture Trustee hereunder or under any of the Operative Documents unless the Lease Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereof.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 5.02 hereof and except as provided in in, and without limiting the generality of, Section 5.5 5.04 hereof and 5.8 the last sentence of Section 9.01(b) hereof, neither the Indenture Owner Trustee nor FSB shall have no any duty (ai) to see to any registration, recording or filing of any Operative Document (or of any financing or continuation statements in respect thereto) supplement to any thereof or to see to the maintenance of any such registration, recording or filingfiling or any other filing of reports with the Federal Aviation Administration or other governmental agencies, except that FSB, in its individual capacity, shall comply with the reporting requirements set forth in 14 C.F.R. ss. 47.45 or any successor provision and the Owner Trustee shall, to the extent that information for that purpose is supplied by Lessee pursuant to any of the Operative Documents, complete and timely submit (band furnish the Owner Participant with a copy of) any and all reports relating to the Aircraft which may from time to time be required by the Federal Aviation Administration or any government or governmental authority having jurisdiction, or (ii) to see to any insurance on the Facilities or the Facilities Aircraft or to effect or maintain any such insurance, (cwhether or not Lessee shall be in default with respect thereto, other than to forward to the Owner Participant copies of all reports and other written information which the Owner Trustee receives from Lessee pursuant to Section 11(c) except as otherwise provided in Section 5.5 hereof or in Section 10 of the Participation AgreementLease, or (iii) to see to the payment or discharge of any Tax tax, assessment or other governmental charge or any Lien lien or encumbrance of any kind owing with respect to, or assessed or levied against, against any part of the Trust Indenture Estate or the Trust Estate, (d) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument except as provided in Section 8 of the Facility LesseeParticipation Agreement, or (eiv) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants books and records with respect to the Facility or (f) to exercise Aircraft at any of the trusts 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 Noteholders, time permitted pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders)Lease. Notwithstanding the foregoing, the Owner Trustee will furnish to the Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant Participant, promptly upon receipt thereof thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Owner Trustee hereunder under the Lease or under any of the other Operative Documents unless the Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereofDocument.

Absence of Certain Duties. Except in accordance with ------------------------- written instructions furnished pursuant to Section 5.2 5.02 hereof and except as provided in in, and without limiting the generality of, Sections 3.01 and 5.04 hereof and the last sentence of Section 5.5 and 5.8 9.01(b) hereof, neither the Indenture Owner Trustee nor FSB shall have no any duty (ai) to see to any registration, recording or filing of any Operative Document (or of any financing or continuation statements in respect thereto) supplement to any thereof or to see to the maintenance of any such registration, recording or filingfiling or any other filing of reports with the Federal Aviation Administration or other governmental agencies, except that FSB in its individual capacity agrees to comply with the Federal Aviation Administration reporting requirements set forth in 14 CFR (S) 47.45 and 14 CFR (S) 47.51, and the Owner Trustee shall, to the extent that information for that purpose is timely supplied by Lessee pursuant to any of the Operative Documents, complete and timely submit (and furnish the Owner Participant with a copy of) any and all reports relating to the Aircraft and Airframe N608FF which may from time to time be required by the Federal Aviation Administration or any government or governmental authority having jurisdiction, (bii) to see to any insurance on the Facilities or the Facilities Aircraft and Airframe N608FF or to effect or maintain any such insurance, (c) except as otherwise provided whether or not Lessee shall be in default with respect thereto, other than to forward to the Owner Participant copies of all reports and other written information which the Owner [Trust Agreement] Trustee receives from Lessee pursuant to Section 5.5 hereof or in Section 10 11 of the Participation AgreementLease, (iii) to see to the payment or discharge of any Tax tax, assessment or other governmental charge or any Lien lien or encumbrance of any kind owing with respect to, or assessed or levied against, against any part of the Indenture Trust Estate, or (d) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument of the Facility Lessee, (eiv) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants books and records with respect to the Facility or (f) to exercise Aircraft and Airframe N608FF at any of the trusts 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 Noteholders, time permitted pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders)Lease. Notwithstanding the foregoing, the Indenture Owner Trustee shall will furnish to each Noteholder and to the Owner Lessor and the Owner Participant Participant, promptly upon receipt thereof thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Owner Trustee hereunder under the Lease or under any other Operative Document except to the extent to which a responsible officer of the Operative Documents unless the Indenture Owner Trustee shall reasonably believe that each such Noteholder, believes (and confirms by telephone call with the Owner Lessor and Participant) that duplicates or copies thereof have already been furnished to the Owner Participant shall have received copies thereofby some other person.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 hereof Sections 4.1 and 4.2, and except as expressly provided in any Owner Trustee Agreement, and without limiting the generality of Section 5.5 4.4, the Owner Trustee shall not have any duty to file, record or deposit any Operative Agreement or Owner Trustee Agreement, including without limitation this Trust Agreement, or any other document, or to maintain any such filing, recording or deposit, or to refile, re-record or redeposit any such document, except that the Owner Trustee shall, upon written request by the Lessee or the Owner Participant, sign and 5.8 hereoffile such documents as Lessee or the Owner Participant prepares as necessary to maintain the filing and recordation for the Lease, any Lease Supplement, the Indenture and any Indenture Supplement in the name of the Owner Trustee shall have no duty with the STB pursuant to 49 U.S.C. (a) S)11301 of the Interstate Commerce Act or Registrar General of Canada pursuant to see Section 90 of the Railway Act of Canada, or as otherwise required under applicable law, and to the extent that such documents for that purpose are supplied by the Lessee pursuant to any registrationof the Operative Agreements, recording or filing of timely submit any Operative Document (and all such documents and reports with respect to the Accepted Units which may from time to time be required by the STB, the AAR, or any financing or continuation statements in other authority having jurisdiction, obtain insurance with respect thereto) or to see to the maintenance of any such registration, recording or filing, (b) to see to any insurance on the Facilities or the Facilities Accepted Unit or to effect or maintain any such insurance, (c) except as otherwise provided in Section 5.5 hereof or in Section 10 of the Participation Agreement, other than to see receive and promptly forward to the payment Owner Participant any notices, policies, certificates or binders furnished to the Owner Trustee by the Lessee or its insurance brokers, maintain or xxxx any Accepted Unit, pay or discharge of any Tax tax, assessment or other governmental charge, or any Lien or encumbrance of any kind kind, owing with respect to, to or assessed or levied against, against any part of the Indenture Trust Estate, (d) to confirm except as provided in Sections 4.4 or verify the contents of any report5.1 hereof, notice, request, demand, certificate, financial statement or other instrument and Section 6.3 of the Facility Participation Agreement confirm, verify, investigate or inquire into the failure to receive any reports or financial statements of the Lessee, (e) to inspect the Facility Accepted Equipment at any time time, or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants of the Lessee or any other Person under any Operative Agreement or Owner Trustee Agreement with respect to the Facility any Accepted Unit or (f) to exercise any other part of the trusts Trust Estate or powers vested in it by this Indenture manage, control, use, sell, dispose of or to institute, conduct otherwise deal with any Accepted Unit or defend any litigation hereunder or in relation hereto at the request, order or direction of any other part of the NoteholdersTrust Estate, pursuant to the provisions of this Indentureor any part thereof, unless such Noteholders shall have offered to the Indenture Trustee reasonable security except as provided in Sections 3.5(a) or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders). Notwithstanding the foregoing, the Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant promptly upon receipt thereof duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Trustee hereunder or under any of the Operative Documents unless the Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereof4.5 hereof.

Absence of Certain Duties. Except in accordance with ------------------------- written instructions furnished pursuant to Section 5.2 hereof Sections 4.1 and 4.2, and except as expressly provided in any Owner Trustee Agreement, and without limiting the generality of Section 5.5 4.4, the Owner Trustee shall not have any duty to file, record or deposit any Operative Agreement or Owner Trustee Agreement, including without limitation this Trust Agreement, or any other document, or to maintain any such filing, recording or deposit, or to refile, re-record or redeposit any such document, except that the Owner Trustee shall, upon written request by the Lessee or the Owner Participant, sign and 5.8 hereoffile such documents as Lessee or the Owner Participant prepares as necessary to maintain the filing and recordation for the Lease, any Lease Supplement, the Indenture and any Indenture Supplement in the name of the Owner Trustee shall have no duty with the STB pursuant to 49 U.S.C. (a) S)11301 of the Interstate Commerce Act or Registrar General of Canada pursuant to see Section 90 of the Railway Act of Canada, or as otherwise required under applicable law, and to the extent that such documents for that purpose are supplied by the Lessee pursuant to any registrationof the Operative Agreements, recording or filing of timely submit any Operative Document (and all such documents and reports with respect to the Accepted Units which may from time to time be required by the STB, the AAR, or any financing or continuation statements in other authority having jurisdiction, obtain insurance with respect thereto) or to see to the maintenance of any such registration, recording or filing, (b) to see to any insurance on the Facilities or the Facilities Accepted Unit or to effect or maintain any such insurance, (c) except as otherwise provided in Section 5.5 hereof or in Section 10 of the Participation Agreement, other than to see receive and promptly forward to the payment Owner Participant any notices, policies, certificates or binders furnished to the Owner Trustee by the Lessee or its insurance brokers, maintain or xxxx any Accepted Unit, pay or discharge of any Tax tax, assessment or other governmental charge, or any Lien or encumbrance of any kind kind, owing with respect to, to or assessed or levied against, against any part of the Indenture Trust Estate, (d) to confirm except as provided in Sections 4.4 or verify the contents of any report5.1 hereof, notice, request, demand, certificate, financial statement or other instrument and Section 6.3 of the Facility Participation Agreement confirm, verify, investigate or inquire into the failure to receive any reports or financial statements of the Lessee, (e) to inspect the Facility Accepted Equipment at any time time, or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants of the Lessee or any other Person under any Operative Agreement or Owner Trustee Agreement with respect to the Facility any Accepted Unit or (f) to exercise any other part of the trusts Trust Estate or powers vested in it by this Indenture manage, control, use, sell, dispose of or to institute, conduct otherwise deal with any Accepted Unit or defend any litigation hereunder or in relation hereto at the request, order or direction of any other part of the NoteholdersTrust Estate, pursuant to the provisions of this Indentureor any part thereof, unless such Noteholders shall have offered to the Indenture Trustee reasonable security except as provided in Sections 3.5(a) or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders). Notwithstanding the foregoing, the Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant promptly upon receipt thereof duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Trustee hereunder or under any of the Operative Documents unless the Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereof4.5 hereof.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 5.02 hereof and except as provided in in, and without limiting the generality of, Section 5.5 5.04 hereof and 5.8 the last sentence of Section 9.01(b) hereof, neither the Indenture Owner Trustee nor Xxxxx Fargo shall have no any duty (ai) to see to any registration, recording or filing of any Operative Document (or of any financing or continuation statements in respect thereto) supplement to any thereof or to see to the maintenance of any such registration, recording or filingfiling or any other filing of reports with the Federal Aviation Administration or other governmental agencies, except that Xxxxx Fargo, in its individual capacity, shall comply with the reporting requirements set forth in 14 C.F.R. ss. 47.45 or any successor provision and the Owner Trustee shall, to the extent that information for that purpose is supplied by Lessee pursuant to any of the Operative Documents, complete and timely submit (band furnish the Owner Participant with a copy of) any and all reports relating to the Aircraft which may from time to time be required by the Federal Aviation Administration or any government or governmental authority having jurisdiction, or (ii) to see to any insurance on the Facilities or the Facilities Aircraft or to effect or maintain any such insurance, (cwhether or not Lessee shall be in default with respect thereto, other than to forward to the Owner Participant copies of all reports and other written information which the Owner Trustee receives from Lessee pursuant to Section 11(c) except as otherwise provided in Section 5.5 hereof or in Section 10 of the Participation AgreementLease, or (iii) to see to the payment or discharge of any Tax tax, assessment or other governmental charge or any Lien lien or encumbrance of any kind owing with respect to, or assessed or levied against, against any part of the Trust Indenture Estate or the Trust Estate, (d) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument except as provided in Section 8 of the Facility LesseeParticipation Agreement, or (eiv) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants books and records with respect to the Facility or (f) to exercise Aircraft at any of the trusts 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 Noteholders, time permitted pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders)Lease. Notwithstanding the foregoing, the Owner Trustee will furnish to the Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant Participant, promptly upon receipt thereof thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Owner Trustee hereunder under the Lease or under any of the other Operative Documents unless the Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereofDocument.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 hereof and except as provided in Section 5.5 and 5.8 hereof, the Lease Indenture Trustee shall have no duty (a) to see to any registration, recording or filing of any Operative Document (or any financing or continuation statements in respect thereto) or to see to the maintenance of any such registration, recording or filing, (b) to see to any insurance on the Facilities Facility or the Facilities Undivided Interest or to effect or maintain any such insurance, (c) except as otherwise provided in Section 5.5 hereof or in Section 10 of the Participation Agreement, to see to the payment or discharge of any Tax or any Lien of any kind owing with respect to, or assessed or levied against, any part of the Indenture Estate, (d) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument of the Facility Lessee, (e) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants with respect to the Facility or (f) to exercise any of the trusts 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 Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have 37 42 offered to the Lease Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders). Notwithstanding the foregoing, the Lease Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant promptly upon receipt thereof duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Lease Indenture Trustee hereunder or under any of the Operative Documents unless the Lease Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereof.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 5.01 or 5.02 hereof and except as provided in in, and without limiting the generality of, Sections 3.01, 5.04 and 5.05 hereof and the last sentence of Section 5.5 and 5.8 9.01(b) hereof, neither the Indenture Owner Trustee nor SBC shall have no any duty (ai) to see to any registration, recording or filing of any Operative Document (Agreement or of any financing or continuation statements in respect thereto) supplement to any thereof or to see to the maintenance of any such registration, recording or filingfiling or any other filing of reports with the Federal Aviation Administration or other governmental agencies, except that SBC in its individual capacity agrees to comply with the Federal Aviation Administration reporting requirements set forth in 14 CFR Section 47.45 and 14 CFR Section 47.51, and the Owner Trustee shall, to the extent that information for that purpose is timely supplied by Lessee and approved by the Owner Participant pursuant to any of the Operative Agreements, complete and timely submit (and furnish the Owner Participant with a copy of) any and all reports relating to the Aircraft which may from time to time be required by the Federal Aviation Administration or any government or governmental authority having jurisdiction, (bii) to see to any insurance on the Facilities or the Facilities Aircraft or to effect or maintain any such insurance, (c) except as otherwise provided whether or not Lessee shall be in default with respect thereto, other than to forward to the Owner Participant copies of all reports and other written information which the Owner Trustee receives from Lessee pursuant to Section 5.5 hereof or in Section 10 11 of the Participation AgreementLease, (iii) to see to the payment or discharge of any Tax tax, assessment or other governmental charge or any Lien lien or encumbrance of any kind owing with respect to, or assessed or levied against, against any part of the Trust Indenture Estate or the Trust Estate, (dexcept as provided in Section 5.04 hereof, Section 4.01(ii) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument 4.02 of the Facility LesseeTrust Indenture or Section 8(g) of the Participation Agreement, or (eiv) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants books and records with respect to the Facility or (f) to exercise Aircraft at any of the trusts 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 Noteholders, time permitted pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders)Lease. Notwithstanding the foregoing, the Owner Trustee will furnish to the Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant Participant, promptly upon receipt thereof thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Owner Trustee hereunder under the Lease or under any other Operative Agreement to the extent that any of the Operative Documents unless the Indenture Trustee same shall reasonably believe not state on its face or otherwise that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereofit has been so distributed.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 hereof and except as provided in Section 5.5 and 5.8 hereof, the Lease Indenture Trustee shall have no duty (a) to see to any registration, recording or filing of any Operative Document (or any financing or continuation statements in respect thereto) or to see to the maintenance of any such registration, recording or filing, (b) to see to any insurance on the Facilities Facility or the Facilities Undivided Interest or to effect or maintain any such insurance, (c) except as otherwise provided in Section 5.5 hereof or in Section 10 of the Participation Agreement, to see to the payment or discharge of any Tax or any Lien of any kind owing with respect to, or assessed or levied against, any part of the Indenture Estate, (d) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument of the Facility Lessee, (e) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants with respect to the Facility or (f) to exercise any of the trusts 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 Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Lease Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders). Notwithstanding the foregoing, the Lease Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant promptly upon receipt thereof duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Lease Indenture Trustee hereunder or under any of the Operative Documents unless the Lease Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereof.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 5.02 hereof and except as provided in in, and without limiting the generality of, Section 5.5 5.04 hereof and 5.8 the last sentence of Section 9.01(b) hereof, the Indenture neither Owner Trustee nor Wells Fargo shall have no any duty (ai) to see to any registration, recording or filing fixxxx of any Operative Document (or of any financing or continuation statements in respect thereto) supplement to any thereof or to see to the maintenance of any such registration, recording or filingfiling or any other filing of reports with the FAA or other governmental agencies, except that Wells Fargo, in its individual capacity, shall comply with the rexxxxxng requirements set forth in 14 C.F.R. ss. 47.45 or any successor provision and Owner Trustee shall, to the extent that information for that purpose is supplied by Lessee pursuant to any of the Operative Documents, complete and timely submit (band furnish Owner Participant with a copy of) any and all reports relating to the Aircraft which may from time to time be required by the FAA or any government or governmental authority having jurisdiction, or (ii) to see to any insurance on the Facilities or the Facilities Aircraft or to effect or maintain any such insurance, (cwhether or not Lessee shall be in default with respect thereto, other than to forward to Owner Participant copies of all reports and other written information which Owner Trustee receives from Lessee pursuant to Section 11(e) except as otherwise provided in Section 5.5 hereof or in Section 10 of the Participation AgreementLease, or (iii) to see to the payment or discharge of any Tax tax, assessment or other governmental charge or any Lien lien or encumbrance of any kind owing with respect to, or assessed or levied against, against any part of the Indenture Estate or the Trust Estate, (dexcept as provided in Section 6.01(g) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument of the Facility LesseeParticipation Agreement, or (eiv) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants books and records with respect to the Facility or (f) to exercise Aircraft at any of the trusts 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 Noteholders, time permitted pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders)Lease. Notwithstanding the foregoing, the Indenture Owner Trustee shall will furnish to each Noteholder Loan Trustee and to the Owner Lessor and the Owner Participant Participant, promptly upon receipt thereof thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to Owner Trustee under the Indenture Trustee hereunder Lease or under any of the other Operative Documents unless the Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereofDocument.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 5.01, Section 5.02 or Section 6.08 hereof and except as provided in in, and without limiting the generality of, Section 5.5 5.03 or Section 5.04 hereof and 5.8 Section 2.02, Section 3.01 and Section 8.01(b) hereof, neither the Indenture Owner Trustee nor the Trust Company shall have no any duty (ai) to see to any registration, recording or filing of any Operative Document (or of any supplement to any thereof or of any financing statement or continuation statements in respect thereto) statement or to see to the maintenance of any such registration, recording or filingfiling or any filing of reports with any Governmental Authority, (bii) to see to any insurance on the Facilities Undivided Interest or the Facilities any portion thereof or to effect or maintain any such insurance, whether or not the Lessee shall be in default with respect thereto, other than to forward to the Owner Participant copies of all reports and other written information which the Trust receives from the Lessee pursuant to the Operative Documents, (ciii) except as otherwise provided in Section 5.5 hereof or in Section 10 of the Participation Agreement, to see to the payment or discharge of any Tax tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, or assessed or levied against, against any part of the Indenture Trust Estate, or (d) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument of the Facility Lessee, (eiv) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants ’s books and records with respect to the Facility Undivided Interest or (f) to exercise any of the trusts or powers vested in it by this Indenture or to institute, conduct or defend portion thereof at any litigation hereunder or in relation hereto at the request, order or direction of any of the Noteholders, time permitted pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to Facility Lease or otherwise monitor the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case performance of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders)Lessee’s or any other Person’s obligations under the Operative Documents. Notwithstanding the foregoing, the Indenture Owner Trustee shall will furnish to each Noteholder and to the Owner Lessor and the Owner Participant Participant, promptly upon receipt thereof thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Owner Trustee hereunder under the Site Lease, the Site Sublease, the Facility Lease or under any of the other Operative Documents Document unless the Indenture Trustee shall reasonably believe that each such Noteholder, same has already been furnished to the Owner Lessor and the Owner Participant shall have received copies thereofParticipant.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 5.02 hereof and except as provided in in, and without limiting the generality of, Section 5.5 5.04 hereof and 5.8 the last sentence of Section 9.01(b) hereof, neither the Indenture Owner Trustee nor FSB shall have no any duty (ai) to see to any registration, recording or filing of any Operative Document (or of any financing or continuation statements in respect thereto) supplement to any thereof or to see to the maintenance of any such registration, recording or filingfiling or any other filing of reports with the Federal Aviation Administration or other governmental agencies, except that FSB, in its individual capacity, shall comply with the reporting requirements set forth in 14 C.F.R. Section 47.45 or any successor provision and the Owner Trustee shall, to the extent that information for that purpose is supplied by Lessee pursuant to any of the Operative Documents, complete and timely submit (band furnish the Owner Participant with a copy of) any and all reports relating to the Aircraft which may from time to time be required by the Federal Aviation Administration or any government or governmental authority having jurisdiction, or (ii) to see to any insurance on the Facilities or the Facilities Aircraft or to effect or maintain any such insurance, (cwhether or not Lessee shall be in default with respect thereto, other than to forward to the Owner Participant copies of all reports and other written information which the Owner Trustee receives from Lessee pursuant to Section 11(c) except as otherwise provided in Section 5.5 hereof or in Section 10 of the Participation AgreementLease, (iii) to see to the payment or discharge of any Tax tax, assessment or other governmental charge or any Lien lien or encumbrance of any kind owing with respect to, or assessed or levied against, against any part of the Trust Indenture Estate or the Trust Estate, (d) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument except as provided in Section 8 of the Facility LesseeParticipation Agreement, or (eiv) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants books and records with respect to the Facility or (f) to exercise Aircraft at any of the trusts 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 Noteholders, time permitted pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders)Lease. Notwithstanding the foregoing, the Owner Trustee will furnish to the Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant Participant, promptly upon receipt thereof thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Owner Trustee hereunder under the Lease or under any of the other Operative Documents unless the Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereofDocument.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 5.02 hereof and except as provided in in, and without limiting the generality of, Section 5.5 5.04 hereof and 5.8 the last sentence of Section 9.01(b) hereof, neither the Indenture Owner Trustee nor Wells Fargo shall have no any duty (ai) to see to any registration, recording or filing fxxxxx of any Operative Document (or of any financing or continuation statements in respect thereto) supplement to any thereof or to see to the maintenance of any such registration, recording or filingfiling or any other filing of reports with the Federal Aviation Administration or other governmental agencies, except that Wells Fargo, in its individual capacity, shall comply with the rxxxxxing requirements set forth in 14 C.F.R. ss. 47.45 or any successor provision and the Owner Trustee shall, to the extent that information for that purpose is supplied by Lessee pursuant to any of the Operative Documents, complete and timely submit (band furnish the Owner Participant with a copy of) any and all reports relating to the Aircraft which may from time to time be required by the Federal Aviation Administration or any government or governmental authority having jurisdiction, or (ii) to see to any insurance on the Facilities or the Facilities Aircraft or to effect or maintain any such insurance, (cwhether or not Lessee shall be in default with respect thereto, other than to forward to the Owner Participant copies of all reports and other written information which the Owner Trustee receives from Lessee pursuant to Section 11(c) except as otherwise provided in Section 5.5 hereof or in Section 10 of the Participation AgreementLease, or (iii) to see to the payment or discharge of any Tax tax, assessment or other governmental charge or any Lien lien or encumbrance of any kind owing with respect to, or assessed or levied against, against any part of the Trust Indenture Estate or the Trust Estate, (d) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument except as provided in Section 8 of the Facility LesseeParticipation Agreement, or (eiv) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants books and records with respect to the Facility or (f) to exercise Aircraft at any of the trusts 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 Noteholders, time permitted pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders)Lease. Notwithstanding the foregoing, the Owner Trustee will furnish to the Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant Participant, promptly upon receipt thereof thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Owner Trustee hereunder under the Lease or under any of the other Operative Documents unless the Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereofDocument.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 hereof Sections 4.1 and 4.2, and except as expressly provided in clause (vi) of Section 5.5 2.1 or in any Owner Trustee Agreement, and 5.8 hereofwithout limiting the generality of Section 4.4, the Owner Trustee shall not have any duty to (i) file, record or deposit any Operative Agreement or Owner Trustee Agreement, including, without limitation, this Trust Agreement, or any other document, or to maintain any such filing, recording or deposit, or to refile, re-record or redeposit any such document, except that the Owner Trustee shall, upon written request by the Lessee or the Owner Participant, sign and file such documents as Lessee or the Owner Participant prepares as necessary to maintain the filing and recordation for the Lease, any Lease [Trust Agreement (GARC II 98-A)] Supplement, the Indenture and any Indenture Supplement in the name of the Owner Trustee shall have no duty with the STB pursuant to 49 U.S.C. (a) S)11301 of the Act or the Registrar General of Canada pursuant to see Section 90 of the Railway Act of Canada, or as otherwise required under applicable law, and to the extent that such documents for that purpose are supplied by the Lessee pursuant to any registrationof the Operative Agreements, recording or filing of timely submit any Operative Document (and all such documents and reports with respect to the Accepted Units which may from time to time be required by the STB, the AAR, or any financing or continuation statements in respect thereto) or to see to the maintenance of any such registration, recording or filingother authority having jurisdiction, (bii) to see obtain insurance with respect to any insurance on the Facilities or the Facilities Accepted Unit or to effect or maintain any such insurance, (c) except as otherwise provided in Section 5.5 hereof or in Section 10 of the Participation Agreement, other than to see receive and forward to the payment Owner Participant any notices, policies, certificates or binders furnished to the Owner Trustee by the Lessee or its insurance brokers, (iii) maintain or xxxx any Accepted Unit, (iv) pay or discharge of any Tax tax, assessment or other governmental charge, or any Lien or encumbrance of any kind kind, owing with respect to, to or assessed or levied against, against any part of the Indenture Trust Estate, (d) to confirm except as provided in Sections 4.4 or verify the contents of any report5.1, notice, request, demand, certificate, financial statement or other instrument and Section 6.3 of the Facility Participation Agreement (v) confirm, verify, investigate or inquire into the failure to receive any reports or financial statements of the Lessee, (evi) to inspect the Facility Accepted Equipment at any time time, or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants of the Lessee or any other Person under any Operative Agreement or Owner Trustee Agreement with respect to any Accepted Unit or any other part of the Facility Trust Estate or (fvii) to exercise manage, control, use, sell, dispose of or otherwise deal with any Accepted Unit or any other part of the trusts Trust Estate, or powers vested any part thereof, except as provided in it by this Indenture or to instituteclauses (i), conduct or defend any litigation hereunder or in relation hereto at the request, order or direction (ii) and (iii) of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders). Notwithstanding the foregoing, the Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant promptly upon receipt thereof duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Trustee hereunder or under any of the Operative Documents unless the Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereofSection 4.5.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 hereof and except as provided in Section 5.5 and 5.8 hereof, the Indenture Trustee shall have no duty (a) to see to any registration, recording or filing of any Operative Document (or any financing or continuation statements in respect thereto) or to see to the maintenance of any such registration, recording or filing, (b) to see to any insurance on the Facilities or the Facilities or to effect or maintain any such insurance, (c) except as otherwise provided in Section 5.5 hereof or in Section 10 of the Participation Agreement, to see to the payment or discharge of any Tax or any Lien of any kind owing with respect to, or assessed or levied against, any part of the Indenture Estate, (d) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument of the Facility LesseeLessees, (e) to inspect the Facility Facilities at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's Lessees' covenants with respect to the Facility Facilities or (f) to exercise any of the trusts 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 Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders). Notwithstanding the foregoing, the Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant promptly upon receipt thereof duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Trustee hereunder or under any of the Operative Documents unless the Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereof.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 hereof and except as provided in Section 5.5 and 5.8 hereof5.8, the Indenture Trustee shall have no duty (a) to see to any registration, recording or filing of any Operative Document (or any financing or continuation statements in respect theretothereof) or to see to the maintenance of any such registration, recording or filing, (b) to see to any insurance on the Facilities Facility or the Facilities Undivided Interest or to effect or maintain any such insurance, (c) except as otherwise provided in Section 5.5 hereof or in Section 10 9 of the Participation Agreement, to see to the payment or discharge of any Tax or any Lien of any kind owing with respect to, or assessed or levied against, any part of the Indenture Estate, (d) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument of the Facility Lessee, the Owner Trust or the Owner Participant, (e) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility covenants of the Lessee's covenants , the Owner Trust or the Owner Participant with respect to the Facility or Facility, (f) to exercise any of the trusts 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 Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered provided to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of in the Noteholders); or (g) to give any bond or surety in respect of the execution of the trust fund created hereby or the powers granted hereunder. Notwithstanding the foregoing, the Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor Trust and the Owner Participant promptly upon receipt thereof of duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Trustee hereunder or under any of the Operative Documents unless the Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor Trust and the Owner Participant shall have received copies thereof.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 5.01 or 5.02 hereof and except as provided in in, and without limiting the generality of, Sections 3.01, 5.04 and 5.05 hereof and the last sentence of Section 5.5 and 5.8 9.01(b) hereof, neither the Indenture Owner Trustee nor SBC shall have no any duty (ai) to see to any registration, recording or filing of any Operative Document (Agreement or of any financing or continuation statements in respect thereto) supplement to any thereof or to see to the maintenance of any such registration, recording or filingfiling or any other filing of reports with the Federal Aviation Administration or other governmental agencies, except that SBC in its individual capacity agrees to comply with the Federal Aviation Administration reporting requirements set forth in 14 CFR Section 47.45 and 14 CFR Section 47.51, and the Owner Trustee shall, to the extent that information for that purpose is timely supplied by Lessee and approved by the Owner Participant pursuant to any of the Operative Agreements, complete and timely submit (and furnish the Owner Participant with a copy of) any and all reports relating to the Aircraft which may from time to time be required by the Federal Aviation Administration or any government or governmental authority having jurisdiction, (bii) to see to any insurance on the Facilities or the Facilities Aircraft or to effect or maintain any such insurance, (c) except as otherwise provided whether or not Lessee shall be in default with respect thereto, other than to forward to the Owner Participant copies of all reports and other written information which the Owner Trustee receives from Lessee pursuant to Section 5.5 hereof or in Section 10 11 of the Participation AgreementLease, (iii) to see to the payment or discharge of any Tax tax, assessment or other governmental charge or any Lien lien or encumbrance of any kind owing with respect to, or assessed or levied against, against any part of the Trust Indenture Estate or the Trust Estate, (dexcept as provided in Section 5.04 hereof, Section 4.01(ii) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument 4.02 of the Facility LesseeTrust Indenture or Section 8(g) of the Participation Agreement, or (eiv) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants books and records with respect to the Facility or (f) to exercise Aircraft at any of the trusts 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 Noteholders, time permitted pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders)Lease. Notwithstanding the foregoing, the Owner Trustee will furnish to the Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant Participant, promptly upon receipt thereof thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Owner Trustee hereunder under the Lease or under TRUST AGREEMENT [N396SW] -8- 14 any other Operative Agreement to the extent that any of the Operative Documents unless the Indenture Trustee same shall reasonably believe not state on its face or otherwise that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereofit has been so distributed.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 hereof and except as provided in Section Sections 5.5 and 5.8 hereof, the Indenture Trustee shall have no duty (a) to see to any registration, recording or filing of any Operative Document (or any financing or continuation statements in respect thereto) or to see to the maintenance of any such registration, recording or filing, (b) to see to any insurance on the Facilities or the Facilities or to effect or maintain any such insurance, (c) except as otherwise provided in Section 5.5 hereof or in Section 10 8.1 of the Participation Agreement, to see to the payment or discharge of any Tax or any Lien of any kind owing with respect to, or assessed or levied against, any part of the Indenture Estate, (d) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument of the Facility Lessee, (e) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's ’s covenants with respect to the Facility or (f) to exercise any of the trusts 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 Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders). Notwithstanding the foregoing, the Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant promptly upon receipt thereof duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Trustee hereunder or under any of the Operative Documents unless the Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereof.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 5.02 hereof and except as provided in in, and without limiting the generality of, Section 5.5 5.04 hereof and 5.8 the last sentence of Section 9.01(b) hereof, neither the Indenture Owner Trustee nor FSB shall have no any duty (ai) to see to any registration, recording or filing of any Operative Document (or of any financing or continuation statements in respect thereto) supplement to any thereof or to see to the maintenance of any such registration, recording or filingfiling or any other filing of reports with the Federal Aviation Administration or other governmental agencies, except that FSB, in its individual capacity, shall comply with the reporting requirements set forth in 14 C.F.R. ss. 47.45 or any successor provision and the Owner Trustee shall, to the extent that information for that purpose is supplied by Lessee pursuant to any of the Operative Documents, complete and timely submit (and furnish the Owner Participant with a copy of) any and all reports relating to the Aircraft which may from time to time be required by the Federal Aviation Administration or any government or governmental authority having jurisdiction, (bii) to see to any insurance on the Facilities or the Facilities Aircraft or to effect or maintain any such insurance, (cwhether or not Lessee shall be in default with respect thereto, other than to forward to the Owner Participant copies of all reports and other written information which the Owner Trustee receives from Lessee pursuant to Section 11(c) except as otherwise provided in Section 5.5 hereof or in Section 10 of the Participation AgreementLease, (iii) to see to the payment or discharge of any Tax tax, assessment or other governmental charge or any Lien lien or encumbrance of any kind owing with respect to, or assessed or levied against, against any part of the Trust Indenture Estate or the Trust Estate, (d) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument except as provided in Section 8 of the Facility LesseeParticipation Agreement, or (eiv) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants books and records with respect to the Facility or (f) to exercise Aircraft at any of the trusts 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 Noteholders, time permitted pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders)Lease. Notwithstanding the foregoing, the Owner Trustee will furnish to the Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant Participant, promptly upon receipt thereof thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Owner Trustee hereunder under the Lease or under any of the other Operative Documents unless the Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereofDocument.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 5.02 hereof and except as provided in in, and without limiting the generality of, Section 5.5 5.04 hereof and 5.8 the last sentence of Section 9.01(b) hereof, neither the Indenture Owner Trustee nor FSB shall have no any duty (ai) to see to any registration, recording or filing of any Operative Document (or of any financing or continuation statements in respect thereto) supplement to any thereof or to see to the maintenance of any such registration, recording or filingfiling or any other filing of reports with the Federal Aviation Administration or other governmental agencies, except that FSB, in its individual capacity, shall comply with the reporting requirements set forth in 14 C.F.R. section 47.45 or any successor provision and the Owner Trustee shall, to the extent that information for that purpose is supplied by Lessee pursuant to any of the Operative Documents, complete and timely submit (band furnish the Owner Participant with a copy of) any and all reports relating to the Aircraft which may from time to time be required by the Federal Aviation Administration or any government or governmental authority having jurisdiction, or (ii) to see to any insurance on the Facilities or the Facilities Aircraft or to effect or maintain any such insurance, (c) except as otherwise provided whether or not Lessee shall be in default with respect thereto, other than to forward to the Owner Participant copies of all reports and other written information which the Owner Trustee receives from Lessee pursuant to Section 5.5 hereof or in Section 10 11 of the Participation AgreementLease, (iii) to see to the payment or discharge of any Tax tax, assessment or other governmental charge or any Lien lien or encumbrance of any kind owing with respect to, or assessed or levied against, against any part of the Trust Indenture Estate or the Trust Estate, (d) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument except as provided in Section 7 of the Facility LesseeParticipation Agreement, or (eiv) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants books and records with respect to the Facility or (f) to exercise Aircraft at any of the trusts 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 Noteholders, time permitted pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders)Lease. Notwithstanding the foregoing, the Owner Trustee will furnish to the Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant Participant, promptly upon receipt thereof thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Owner Trustee hereunder under the Lease or under any of the other Operative Documents unless the Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereofDocument.

Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.2 5.02 hereof and except as provided in in, and without limiting the generality of, Section 5.5 5.04 hereof and 5.8 the last sentence of Section 9.01(b) hereof, neither the Indenture Owner Trustee nor FSB shall have no any duty (ai) to see to any registration, recording or filing of any Operative Document (or of any financing or continuation statements in respect thereto) supplement to any thereof or to see to the maintenance of any such registration, recording or filingfiling or any other filing of reports with the Federal Aviation Administration or other governmental agencies, except that FSB, in its individual capacity, shall comply with the reporting requirements set forth in 14 C.F.R. Section 47.45 or any successor provision and the Owner Trustee shall, to the extent that information for that purpose is supplied by Lessee pursuant to any of the Operative Documents, complete and timely submit (and furnish the Owner Participant with a copy of) any and all reports relating to the Aircraft which may from time to time be required by the Federal Aviation Administration or any government or governmental authority having jurisdiction, (bii) to see to any insurance on the Facilities or the Facilities Aircraft or to effect or maintain any such insurance, (cwhether or not Lessee shall be in default with respect thereto, other than to forward to the Owner Participant copies of all reports and other written information which the Owner Trustee receives from Lessee pursuant to Section 11(c) except as otherwise provided in Section 5.5 hereof or in Section 10 of the Participation AgreementLease, (iii) to see to the payment or discharge of any Tax tax, assessment or other governmental charge or any Lien lien or encumbrance of any kind owing with respect to, or assessed or levied against, against any part of the Trust Indenture Estate or the Trust Estate, (d) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument except as provided in Section 8 of the Facility LesseeParticipation Agreement, or (eiv) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Facility Lessee's covenants books and records with respect to the Facility or (f) to exercise Aircraft at any of the trusts 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 Noteholders, time permitted pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders)Lease. Notwithstanding the foregoing, the Owner Trustee will furnish to the Indenture Trustee shall furnish to each Noteholder and to the Owner Lessor and the Owner Participant Participant, promptly upon receipt thereof thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Owner Trustee hereunder under the Lease or under any of the other Operative Documents unless the Indenture Trustee shall reasonably believe that each such Noteholder, the Owner Lessor and the Owner Participant shall have received copies thereofDocument.