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

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent 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 Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of each of the Liquidity Providers and each of the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of the Liquidity Providers and the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan 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 Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, Loan Trustee shall obtain Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As The Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan 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 Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, the Loan Trustee shall obtain the Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent 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 Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent 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 acting within such counsel’s's, accountants’ ' or Person’s 's area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers Providers, the Policy Provider or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider, Policy Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers, the Policy Provider and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of each of the Liquidity Providers, the Policy Provider and each of the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

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

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

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of each of the Liquidity Providers and the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers Providers, the Policy Provider or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or TrusteeTrustee or the Policy Provider, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers, the Policy Provider and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of each of the Liquidity Providers and each of the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent Indenture Trustee shall not incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Indenture Trustee may accept a copy of a resolution of the Board of Directors of any party to the Participation Agreement, certified by the Secretary or an Assistant Secretary of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board and that the same is in full force and effect. As to any fact or matter the Pool Balance manner of any Trust as ascertainment of any datewhich is not specifically described herein, the Subordination Agent Indenture Trustee may for all purposes hereof rely on a certificate certificate, signed by any Responsible Officer an officer of the applicable TrusteeLessee, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Indenture Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating The Indenture Trustee shall furnish to the Liquidity Providers or the Trustees the manner Owner Trustee upon request such information and copies of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, such documents as the case Indenture Trustee may be, have and as are necessary for the Owner Trustee to such fact or matterperform its duties under Article II hereof. The Indenture Trustee shall assume, and such certificate shall constitute full protection be fully protected in assuming, that the Owner Trustee is authorized by the Trust Agreement to the Subordination Agent for any enter into this Indenture and to take all action taken or omitted permitted to be taken by it in good faith in reliance thereonpursuant to the provisions hereof, and need not inquire into the authorization of the Owner Trustee with respect thereto. In the administration of the trusts hereunder, the Subordination Agent Indenture Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may, at the reasonable expense of the Indenture Estate, consult with independent counsel, accountants and other skilled Persons persons to be selected and retained employed by it. The Subordination Agent , and the Indenture Trustee shall not be liable for anything done, suffered suffered, or omitted in good faith by it in accordance with the written advice or opinion of any such independent counsel, accountants or other skilled Persons persons acting within such counsel’s, accountants’ or Person’s persons' area of competence (so long as the Subordination Agent Indenture Trustee shall have exercised reasonable care and judgment in selecting such Personspersons).

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, Trustee as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers Providers, the Policy Provider or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider, Policy Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers, the Policy Provider and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of each of the Liquidity Providers, the Policy Provider and Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers Providers, the Trustees or the Trustees Policy Provider, the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider Provider, Trustee, or Trusteethe Policy Provider, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent 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 Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent 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 acting within such counsel’s's, accountants’ ' or Person’s 's area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As The Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan 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 Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, Indenture and Security Agreement (American Airlines 2019-1 Aircraft EETC) [Reg. No.] accountants or other skilled Persons, so long as no Event of Default exists, the Loan Trustee shall obtain the Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent shall ----------------------------------- not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or the Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of each of the Liquidity Providers and each of the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

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

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Pass Through Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Pass Through Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Pass Through Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Pass Through Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers and each of the Pass Through Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of each of the Liquidity Providers and the Pass Through Trustee with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan 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, Loan Trustee may, with the Subordination Agent may consent of Company (such consent not to be unreasonably withheld), (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent Loan 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 acting within such counsel’s's, accountants’ ' or Person’s 's area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent Indenture Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Indenture Trustee may accept a copy of a resolution of the Board of Directors of any party to the Loan Agreement, certified by the Secretary or an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to the Pool Balance aggregate unpaid principal amount of any Trust Certificates outstanding as of any datedate and any other amounts owed under such Certificates, the Subordination Agent Borrower may for all purposes hereof rely on a certificate signed by any Responsible Officer Vice President or other authorized corporate trust officer of the applicable Indenture Trustee. As to any fact or matter relating to the Borrower the manner of ascertainment of which is not specifically described herein, the Indenture Trustee may for all purposes hereof rely on a certificate, signed by a duly authorized officer of the Borrower, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Indenture Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matterThe Indenture Trustee shall assume, and such certificate shall constitute full protection be fully protected in assuming, that the Borrower is authorized to the Subordination Agent for any enter into this Indenture and to take all action taken or omitted to be taken by it in good faith in reliance thereonpursuant to the provisions hereof, and shall not inquire into the authorization of the Borrower with respect thereto. In the administration of the trusts trust hereunder, the Subordination Agent Indenture Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult may, at the expense of the Indenture Estate, advise with counsel, accountants and other skilled Persons persons to be selected and retained by it. The Subordination Agent , and the Borrower and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers Providers, the Policy Provider or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider, the Policy Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent 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 Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent 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 acting within such counsel’s's, accountants’ ' or Person’s 's area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).

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

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers Providers, the Policy Provider or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider, Policy Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers, the Policy Provider and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of each of the Liquidity Providers, the Policy Provider and the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may and shall for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan 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 Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, Loan Trustee shall obtain Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan 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 Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, Loan Trustee shall obtain Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).. Indenture and Security Agreement (2019-1 EETC) N976JT

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent 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 Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent 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 acting within such counsel’s, accountants’ or Person’s area Intercreditor Agreement (2010-2) (2010-2 EETC) 44 of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As The Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan 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 Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, the Loan Trustee shall obtain the Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan Trustee shall not be liable for anything done, suffered or omitted in Indenture and Security Agreement (American Airlines 2013-1 Aircraft EETC) [Reg. No.] good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

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

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers Provider or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any 42 Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that the Liquidity Provider and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of the Liquidity Provider and the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As The Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan Trustee for any action Indenture and Security Agreement (American Airlines 2016-1 Aircraft EETC) [Reg. No.] taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the trusts hereunder, the Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, the Loan Trustee shall obtain the Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As The Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan Trustee for any action Indenture and Security Agreement (American Airlines 2017-2 Aircraft EETC) [Reg. No.] taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the trusts hereunder, the Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, the Loan Trustee shall obtain the Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of each of the Liquidity Providers and each of the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any 41 agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

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

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers Providers, the Policy Provider or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider, the Policy Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers , the Policy Provider and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of each of the Liquidity Providers, the Policy Provider and each of the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The it at the cost of ATA, and the Subordination Agent shall not be liable for the acts or missions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan 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 Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or N801DZ through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, Loan Trustee shall obtain Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As The Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan 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 Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; [Reg. No.] provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, the Loan Trustee shall obtain the Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As The Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan 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 Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, the Loan Trustee shall obtain the Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons). 49 Indenture and Security Agreement (American Airlines 2021-1 EETC) [Reg. No.]

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan Trustee for any action taken or Indenture and Security Agreement (2010-2 EETC) [Reg. No.] 47 omitted to be taken by it in good faith in reliance thereon. In the administration of the trusts hereunder, the Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, Loan Trustee shall obtain Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust or Trusts of the same Class as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees Trustee the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or the Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent 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 Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers and the Trustee are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not be liable for anything done, suffered or omitted in good faith by it in accordance inquire into the authorization of each of the Liquidity Providers and the Trustee with the advice or opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).respect thereto. In the

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described 51 Amended and Restated Intercreditor Agreement (2013-2) AA Aircraft EETC herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent 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 Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination BACK Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of the Liquidity Providers and the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

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

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the N360DN proper party or parties. As Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan 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 Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, Loan Trustee shall obtain Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As The Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan 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 Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, the Loan Trustee shall obtain the Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons). Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.] Exhibit 4.9

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent 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 Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or Intercreditor Agreement (2020-1) attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Security Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Security Agent may accept a copy of a resolution of the Board of Directors of any party to the Loan Agreement, certified by the Secretary or an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to the Pool Balance aggregate unpaid principal amount of any Trust Notes outstanding as of any datedate and any other amounts owed under such Notes, the Subordination Agent Borrower may for all purposes hereof rely on a certificate signed by any Responsible Officer Vice President or other authorized officer of the applicable TrusteeSecurity Agent. As to any fact or matter relating to the Borrower the manner of ascertainment of which is not specifically described herein, the Security Agent may for all purposes hereof rely on a certificate, signed by a duly authorized officer of the Borrower, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Security Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination The Security Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or mattershall assume, and such certificate shall constitute full protection be fully protected in assuming, that the Borrower is authorized to the Subordination Agent for any enter into this Security Agreement and to take all action taken or omitted to be taken by it in good faith in reliance thereonpursuant to the provisions hereof, and shall not inquire into the authorization of the Borrower with respect thereto. In the administration of the trusts trust hereunder, the Subordination Security Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult may, at the expense of the Estate, advise with counsel, accountants and other skilled Persons persons to be selected and retained by it. The Subordination , and the Borrower and the Security Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the a Liquidity Providers Provider or the Trustees Trustee the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent 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 Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As The Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan Trustee for any action Indenture and Security Agreement [Reg. No.] taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the trusts hereunder, the Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, the Loan Trustee shall obtain the Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or the Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of each of the Liquidity Providers and each of the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As Loan Trustee may accept a copy of a resolution of the Board of Indenture and Security Agreement (2020-1 EETC) N946JL Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan 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 Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, Loan Trustee shall obtain Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of each of the Liquidity Providers and each of the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The it at the cost of ATA, and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees Trustee the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers and the Trustee are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of any of the Liquidity Providers or the Trustee with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As The Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan 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 Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, the Loan Trustee shall obtain the Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or 50 Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.] Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

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

Reliance; Agents; Advice of Counsel. The Subordination Agent Indenture ----------------------------------- Trustee (in its individual or trust capacity for the purposes of this Section 7.05) shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. As The Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Pool Balance of Participation Agreement or other Operative Document, certified by the Secretary or any Trust Assistant Secretary thereof as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees EEX the manner of ascertainment of which is not specifically described herein, the Subordination Agent Indenture Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer an Officer's Certificate of the applicable Liquidity Provider or Trustee, as the case may be, EEX as to such fact or matter, and such certificate Officer's Certificate shall constitute full protection to the Subordination Agent Indenture Trustee (in its individual or trust capacity), 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 Subordination Agent Indenture Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent , and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or written opinion of any such counsel, accountants accountant or other skilled Persons Person acting within such counsel’s, accountants’ or Person’s 's area of competence (so long as the Subordination Agent Indenture Trustee shall have exercised reasonable due care and judgment in selecting such PersonsPerson).

Reliance; Agents; Advice of Counsel. The Subordination None of the Issuer Trustee, the Collateral Agent or the Indenture Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Issuer Trustee, the Collateral Agent and the Indenture Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pooling Agreement, certified by the Secretary or an Assistant Secretary thereof as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to the Pool Balance aggregate unpaid principal amount of any Trust Class A Notes Outstanding as of any date, the Subordination Issuer Trustee and the Collateral Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Indenture Trustee. As to any fact or matter relating to the Issuer the manner of ascertainment of which is not specifically described herein, the Indenture Trustee may for all purposes hereof rely on a certificate, signed by a duly authorized officer of the Issuer Trustee or the Collateral Agent, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Indenture Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matterThe Indenture Trustee shall assume, and such certificate shall constitute full protection be fully protected in assuming, that the Issuer is authorized to enter into this Indenture and the Subordination Agent for any Issuer Trustee is authorized to enter into the Pooling Agreement and to take all action taken or omitted to be taken by it in good faith in reliance thereonpursuant to the provisions hereof and thereof, and shall not inquire into the authorization of the Issuer with respect thereto. In the administration of the trusts hereunder, the Subordination Agent Indenture Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may, at the expense of the Trust Assets, consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The Subordination Agent , and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it them in accordance with the written advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. In the 45 Intercreditor Agreement (2017-2) American Airlines Aircraft EETC administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the Indenture and Security Agreement (2019-1 EETC) N103DU proper party or parties. As Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan 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 Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, Loan Trustee shall obtain Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent Security Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As Security Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance of any Trust Loan Agreement, certified by the Secretary or an Assistant Secretary thereof as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees Borrower the manner of ascertainment of which is not specifically described herein, the Subordination Agent Security Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beBorrower, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Security Trustee for any action taken or omitted to be taken by it them in good faith in reliance thereon. Security Trustee shall assume, and shall be fully protected in assuming, that Borrower is authorized to enter into this Mortgage and to take all action to be taken by it pursuant to the provisions hereof, and shall not inquire into the authorization of Borrower with respect thereto. In the administration of the trusts trust hereunder, the Subordination Agent Security Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may, at the expense of the Mortgage Estate, consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The Subordination Agent , and Security Trustee shall not be liable for anything done, suffered or omitted in good faith by it them in accordance with the written advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent 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 Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).. Intercreditor Agreement (2010-1) (2010-1 EETC) 44

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

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers, the Policy Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider, Policy Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers and Policy Providers and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of each of the Liquidity Providers, Policy Providers and Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

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

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

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers Provider or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or the applicable Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that the Liquidity Provider and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of the Liquidity Provider and the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of the Liquidity Providers and the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for anything done, suffered the acts or omitted in good faith by it in accordance with the advice or opinion omissions of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).any

Reliance; Agents; Advice of Counsel. The Subordination Agent Indenture ----------------------------------- Trustee (in its individual or trust capacity) shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. As The Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Pool Balance of Participation Agreement or other Operative Document, certified by the Secretary or any Trust Assistant Secretary thereof as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees MCFT the manner of ascertainment of which is not specifically described herein, the Subordination Agent Indenture Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer an Officer's Certificate of the applicable Liquidity Provider or Trustee, as the case may be, MCFT as to such fact or matter, and such certificate Officer's Certificate shall constitute full protection to the Subordination Agent Indenture Trustee (in its individual or trust capacity), 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 Subordination Agent Indenture Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent , and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by by, it in accordance with the advice or opinion of any such counsel, accountants accountant or other skilled Persons Person acting within such counsel’s, accountants’ or Person’s ' s area of competence (so long as the Subordination Agent Indenture Trustee shall have exercised reasonable due care and judgment in selecting such Persons), provided that, so long as no Lease Event of Default shall have occurred and be -------- continuing, no such Persons (other than counsel to the Indenture Trustee or its accountants) shall be retained by the Indenture Trustee without the consent of the Lessee, such consent not to be unreasonably withheld.

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of 42 Intercreditor Agreement (2017-1) (Spirit 2017-1 EETC) any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent 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 Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Indenture and Security Agreement (2010-1 EETC) [Reg. No.] Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan 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 Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, Loan Trustee shall obtain Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers Provider or the Trustees Trustee the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that the Liquidity Provider and the Trustee are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of the Liquidity Provider or the Trustee with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent selected with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

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

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers Provider or the Trustees Trustee the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that the Liquidity Provider and the Trustee are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of the Liquidity Provider or the Trustee with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Indenture and Security Agreement (2009-1 EETC) [Reg. No.] 44 Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan 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 Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, Loan Trustee shall obtain Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent Indenture Trustee shall not incur any no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Indenture Trustee may accept a copy of a resolution of the Board of Directors of any party to the Participation Agreement, certified by the Secretary or an Assistant Secretary of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said Board and that the same is in full force and effect. As to any fact or matter the Pool Balance manner of any Trust as ascertainment of any datewhich is not specifically described herein, the Subordination Agent Indenture Trustee may for all purposes hereof rely on a certificate certificate, signed by any Responsible Officer an officer of the applicable TrusteeLessee, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Indenture Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating The Indenture Trustee shall furnish to the Liquidity Providers or the Trustees the manner Owner Trustee upon request such information and copies of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, such documents as the case Indenture Trustee may be, have and as are necessary for the Owner Trustee to such fact or matterperform its duties under Article II hereof. The Indenture Trustee shall assume, and such certificate shall constitute full protection be fully protected in assuming, that the Owner Trustee is authorized by the Trust Agreement to the Subordination Agent for any enter into this Indenture and to take all action taken or omitted permitted to be taken by it in good faith in reliance thereonpursuant to the provisions hereof, and need not inquire into the authorization of the Owner Trustee with respect thereto. In the administration of the trusts hereunder, the Subordination Agent Indenture Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may, at the reasonable expense of the Indenture Estate, consult with independent counsel, accountants and other skilled Persons persons to be selected and retained employed by it. The Subordination Agent , and the Indenture Trustee shall not be liable for anything done, suffered suffered, or omitted in good faith by it in accordance with the written advice or opinion of any such independent counsel, accountants or other skilled Persons persons acting within such counsel’s, accountants’ or Person’s -28- 33 persons' area of competence (so long as the Subordination Agent Indenture Trustee shall have exercised reasonable care and judgment in selecting such Personspersons).

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

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers Provider or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that the Liquidity Provider and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of the Liquidity Provider and the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

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

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent 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 Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).inquire into

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of the Liquidity Providers and the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).or

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As Loan Trustee may accept a copy of a resolution of the Board of Indenture and Security Agreement (2020-1 EETC) N2002J Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan 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 Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, Loan Trustee shall obtain Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent 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 Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or Intercreditor Agreement (2013-1) AA Aircraft EETC 47 attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to Intercreditor Agreement (2011-1) AA Aircraft EETC such fact or matter, and such certificate shall constitute full protection to the Subordination Agent 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 Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As The Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan Trustee for any action Indenture and Security Agreement (American Airlines 2017-1 Aircraft EETC) [Reg. No.] taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the trusts hereunder, the Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, the Loan Trustee shall obtain the Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of each of the Liquidity Providers and each of the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).powers

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

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan 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 Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided N826DN that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, Loan Trustee shall obtain Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As The Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan Trustee for any action Indenture and Security Agreement (American Airlines 2016-2 Aircraft EETC) [Reg. No.] taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the trusts hereunder, the Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, the Loan Trustee shall obtain the Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers Providers, the Policy Provider or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider, Policy Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers, the Policy Provider and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of each of the Liquidity Providers, the Policy Provider and Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent selected and appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent 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 Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent 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 acting within such counsel’s, accountants’ or Person’s area Intercreditor Agreement (2013-1) AA Aircraft EETC of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As The Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Pool Balance Participation Agreement, certified by the Secretary or an Assistant Secretary of any Trust such party as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent Loan Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer a duly authorized officer of the applicable Liquidity Provider or Trustee, as the case may beCompany, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Loan 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 Subordination Agent Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including Indenture and Security Agreement (American Airlines 2013-1 Aircraft EETC) [Reg. No.] paying agents or attorneys registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, the Loan Trustee shall obtain the Company’s consent (such consent not to be unreasonably withheld). The Subordination Agent Loan 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers Providers, the Policy Provider or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider, Policy Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers, the Policy Provider and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of each of the Liquidity Providers, the Policy Providers and Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

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

Reliance; Agents; Advice of Counsel. The Subordination Agent Indenture ----------------------------------- Trustee (in its individual or trust capacity) shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties. As The Indenture Trustee may accept a copy of a resolution of the Board of Directors or other governing body of any party to the Pool Balance of Participation Agreement or other Operative Document, certified by the Secretary or any Trust Assistant Secretary thereof as of any dateduly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, same is in full force and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereoneffect. As to any fact or matter relating to the Liquidity Providers or the Trustees MTFC the manner of ascertainment of which is not specifically described herein, the Subordination Agent Indenture Trustee may for all purposes hereof rely on a certificate, signed by any Responsible Officer an Officer's Certificate of the applicable Liquidity Provider or Trustee, as the case may be, MTFC as to such fact or matter, and such certificate Officer's Certificate shall constitute full protection to the Subordination Agent Indenture Trustee (in its individual or trust capacity), 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 Subordination Agent Indenture Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) at the expense of the Indenture Estate may consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent , and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by by, it in accordance with the advice or opinion of any such counsel, accountants accountant or other skilled Persons Person acting within such counsel’s, accountants’ or Person’s ' s area of competence (so long as the Subordination Agent Indenture Trustee shall have exercised reasonable due care and judgment in selecting such Persons), provided that, so long as no ------------- Indenture Event of Default shall have occurred and be continuing, no such Persons (other than counsel to the Indenture Trustee or its accountants) shall be retained by the Indenture Trustee without the consent of MTFC, such consent not to be unreasonably withheld.

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

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent 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 Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent 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 acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).. Intercreditor Agreement (2009-1) (2009-1 EETC) 44

Reliance; Agents; Advice of Counsel. (a) The Subordination Agent Security Trustee shall not incur any no liability to anyone in as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Security Trustee may accept a copy of a resolution of the board or other governing body of any party to this Agreement, any FAA Security Document or any Related Document, certified by the Secretary or an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter the Pool Balance manner of ascertainment of which is not specifically described in this Agreement, or any Trust as of any dateFAA Security Document, the Subordination Agent Security Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate certificate, and shall be fully protected in acting or refraining from acting upon, signed by an officer of any Responsible Officer of the applicable Trusteeduly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent Security Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. As The Security Trustee shall furnish to any fact or matter relating each Service Provider upon request such information and copies of such documents as the Security Trustee may have and as are necessary for such Service Provider to [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of Securities and Exchange Commission perform its duties under the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matterRelated Documents. The Security Trustee shall assume, and shall be fully protected in assuming, that each other party to this Agreement and any FAA Security Document is authorized by its organizational documents to enter into this Agreement, any such certificate shall constitute full protection FAA Security Document and to the Subordination Agent for any take all action taken or omitted permitted to be taken by it in good faith in reliance thereon. In pursuant to the administration provisions of the trusts hereunderthis Agreement or such FAA Security Document, the Subordination Agent may (a) execute any of the trusts or powers hereof as applicable, and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance have any duty to inquire into the authorization of such party with the advice or opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)respect thereto.

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any BACK Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of the Liquidity Providers and the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.

Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any -46- 51 Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers and each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of each of the Liquidity Providers and each of the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) may consult with counsel, accountants and other skilled Persons persons to be selected and retained by it. The , and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons)persons.