Common use of Control by Certificateholders Clause in Contracts

Control by Certificateholders. Subject to Section 6.03 and any related Intercreditor Agreement, the Certificateholders holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust or pursuant to the terms of such Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or such Intercreditor Agreement, including any right of the Trustee as Controlling Party under such Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; provided, however, that (1) such Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion, (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, and (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction.

Control by Certificateholders. Subject to Section 6.03 and any related the Intercreditor Agreement, the Certificateholders holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such the Trust or pursuant to the terms of such the Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or such the Intercreditor Agreement, including any right of the Trustee as Controlling Party under such the Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; providedNotes, however, PROVIDED that: (1) such Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion, (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, and (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction.

Control by Certificateholders. Subject to Section 6.03 and any related the Intercreditor AgreementAgreement and the rights of the Controlling Party thereunder, the Certificateholders holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such the Trust or pursuant to the terms of such the Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or such the Intercreditor Agreement, including any right of the Trustee as Controlling Party under such the Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; providedNotes, however, provided that: (1) such Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion, (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, and (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction.

Control by Certificateholders. Subject to Section 6.03 and any related Intercreditor Agreement, the Certificateholders holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust or pursuant to the terms of such Intercreditor AgreementAgreement or any Liquidity Facility to which such Trustee is a party, or exercising any trust or power conferred on the Trustee under this Agreement or such Intercreditor AgreementAgreement or Liquidity Facility, including any right of the Trustee as Controlling Party under such Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; provided, however, provided that: (1) such Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion,; (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, and; (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction; and (4) if an Indenture Event of Default under a related Indenture shall have occurred and be continuing, such direction shall not obligate the Trustee to vote more than a corresponding majority of the related Equipment Notes held by the Trust in favor of directing any action by the related Loan Trustee with respect to such Indenture Event of Default.

Control by Certificateholders. Subject to Section 6.03 and any related Intercreditor Agreement, the Certificateholders holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust or pursuant to the terms of such Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or such Intercreditor Agreement, including any right of the Trustee as Controlling Party under such Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; providedPROVIDED, howeverHOWEVER, that (1) such Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion, (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, and (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction.

Control by Certificateholders. Subject to Section 6.03 and any related Intercreditor Agreement2.04, the Certificateholders holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust or pursuant to the terms of such Intercreditor AgreementTrustee, or exercising any trust or power conferred on the Trustee under this Basic Agreement or such Intercreditor Agreementthe related Trust Supplement, including any right of the Trustee as Controlling Party under such Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; providedNotes, however, provided that: (1) such Direction direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Basic Agreement or the related Trust Supplement and would not involve the Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion, (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, anddirection, (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Directiondirection, and (4) if any Indenture Event of Default under a related Indenture shall have occurred and be continuing, such direction shall not obligate the Trustee to vote more than a corresponding majority of the related Equipment Notes held by the Trust in favor of directing any action by the Indenture Trustee with respect to such Indenture Event of Default.

Control by Certificateholders. Subject to Section 6.03 and any related Intercreditor Agreement, the The Certificateholders holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust or pursuant to the terms of such Intercreditor AgreementTrustee, or exercising any trust or power conferred on the Trustee under this Agreement or such Intercreditor Trust Agreement, including any right of the Trustee as Controlling Party under such Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; providedNotes, however, provided that: (1) such Direction direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Trust Agreement and would not involve the Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory for which indemnification acceptable in form and substance to the Trustee in its sole discretionhas not been provided, (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, anddirection, (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Directiondirection, and (4) if an Indenture Default under any Indenture shall have occurred and be continuing, such direction shall not obligate the Trustee to vote more than a corresponding majority of the related Equipment Notes held by the Trust in favor of directing any action by the Indenture Trustee with respect to such Indenture Default.

Control by Certificateholders. Subject to Section 6.03 and any related Intercreditor Agreement2.3, the Certificateholders holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Pass Through Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust or pursuant to the terms of such Intercreditor AgreementPass Through Trustee, or exercising any trust or power conferred on the Pass Through Trustee under this Agreement or such Intercreditor Pass Through Trust Agreement, including any right of the Pass Through Trustee as Controlling Party under such Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; providedor ETCs, however, provided that: (1i) such Direction direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Pass Through Trust Agreement and would not involve the Pass Through Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion, (2ii) the Pass Through Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, anddirection, (3iii) the Pass Through Trustee may take any other action deemed proper by the Pass Through Trustee which is not inconsistent with such Directiondirection, and (iv) if an Indenture Default under the Indenture or an Equipment Trust Default under either Equipment Trust Agreement shall have occurred and be continuing, such direction shall not obligate the Trustee to vote more than a corresponding majority of the related Equipment Notes or ETCs, as the case may be, held by the Trust in favor of directing any action by the Indenture Trustee with respect to such Indenture Default or by the Equipment Trust Trustee with respect to such Equipment Trust Default, as the case may be.

Control by Certificateholders. (a) Subject to Section 6.03 and any related Intercreditor Agreement6.03, the Certificateholders holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust or pursuant to the terms of such Intercreditor AgreementTrustee, or exercising any trust or power conferred on the Trustee under this Basic Agreement or such Intercreditor Agreementthe related Trust Supplement, including any right of the Trustee as Controlling Party under such Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; providedNotes, however, provided that: (1) such Direction direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Basic Agreement or the related Trust Supplement and would not involve the Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion, (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, anddirection, (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Directiondirection, and (4) if any Indenture Event of Default under a related Indenture shall have occurred and be continuing, such direction shall not obligate the Trustee to vote more than a corresponding majority of the related Equipment Notes held by the Trust in favor of directing any action by the Indenture Trustee with respect to such Indenture Event of Default.

Control by Certificateholders. Subject to Section 6.03 and any related Intercreditor Agreement6.03, the Certificateholders holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Pass Through Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust or pursuant to the terms of such Intercreditor AgreementPass Through Trustee, or exercising any trust or power conferred on the Pass Through Trustee under this Agreement or such Intercreditor Agreement, including any right of the Pass Through Trustee as Controlling Party under such Intercreditor Agreement or as holder of the Equipment Notes held in the related TrustNotes; provided, however, provided that (1) such Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement and would not involve the Pass Through Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion, (2) the Pass Through Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, and, (3) the Pass Through Trustee may take any other action deemed proper by the Pass Through Trustee which is not inconsistent with such Direction, and (4) if an Indenture Default shall have occurred and be continuing, such Direction shall not obligate the Pass Through Trustee to vote more than a corresponding amount of the applicable Notes held by the Pass Through Trust in favor of directing any action by the applicable Indenture Trustee with respect to such Indenture Default.

Control by Certificateholders. Subject to Section 6.03 and any related Intercreditor Agreement, the Certificateholders holding Certificates of a series evidencing Fractional Undivided Cumulative Interests aggregating not less than a majority in interest in the Trusts of the related Trust series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust Trusts or pursuant to the terms of such any Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or such any Intercreditor Agreement, including any right of the Trustee as Controlling Party under such any Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; providedTrusts, however, provided that: (1) such Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion,; (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, and; (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction; and (4) if an Event of Default under a related Indenture shall have occurred and be continuing, such direction shall not obligate the Trustee to vote more than a corresponding majority of the related Equipment Notes held by the Trust in favor of directing any action by the related Indenture Trustee with respect to such Event of Default.

Control by Certificateholders. Subject to Section 6.03 and any related Intercreditor Agreement, the Certificateholders holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust or pursuant to the terms of such Intercreditor AgreementAgreement or any Liquidity Facility to which such Trustee is a party, or exercising any trust or power conferred on the Trustee under this Agreement or such Intercreditor AgreementAgreement or Liquidity Facility, including any right of the Trustee as Controlling Party under such Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; provided, however, provided that: (1) such Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion,; (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, and; (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction; and (4) if an Indenture Event of Default under a related Indenture shall have occurred and be continuing, such Direction shall not obligate the Trustee to vote more than a corresponding majority in interest of the related Equipment Notes held by the Trustee in favor of directing any action by the related Loan Trustee with respect to such Indenture Event of Default.

Control by Certificateholders. Subject to Section 6.03 6.02 and any related ----------------------------- ------------ the Intercreditor Agreement, the Certificateholders holding Certificates of a series class evidencing Fractional Undivided Cumulative Interests aggregating not less than a majority in interest in the Trusts of the related Trust class shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust Trusts or pursuant to the terms of such the Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or such the Intercreditor Agreement, including any right of the Trustee as Controlling Party under such the Intercreditor Agreement or as holder of the Equipment Trust Owned Notes held in the related Trust; providedTrusts, however, provided that: (1) such Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion,; (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series class not taking part in such Direction, ; and (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction.

Control by Certificateholders. Subject to Section 6.03 6.02 and any related the Intercreditor Agreement, the Certificateholders holding Certificates of a series class evidencing Fractional Undivided Cumulative Interests aggregating not less than a majority in interest in the Trusts of 37 43 [(2000-2) PASS THROUGH TRUST AGREEMENT] the related Trust class shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust Trusts or pursuant to the terms of such the Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or such the Intercreditor Agreement, including any right of the Trustee as Controlling Party under such the Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; providedTrusts, however, provided that: (1) such Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion,; (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series class not taking part in such Direction, ; and (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction.

Control by Certificateholders. Subject to Section 6.03 and any related Intercreditor Agreement, the Certificateholders holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust or pursuant to the terms of such Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or such Intercreditor Agreement, including any right of the Trustee as Controlling Party under such Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; providedPROVIDED, howeverHOWEVER, that (1a) such Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion, (2b) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, and (3c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction.

Control by Certificateholders. Subject to Section 6.03 and any related the Intercreditor Agreement, the Certificateholders holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust shall have the right to direct the time, method and place of conducting any proceeding for any 45 39 remedy available to the Trustee with respect to such the Trust or pursuant to the terms of such the Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or such the Intercreditor Agreement, including any right of the Trustee as Controlling Party under such the Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; provided, however, that (1a) such Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion, (2b) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, and (3c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction.

Control by Certificateholders. Subject to Section 6.03 and any related Intercreditor Agreement, the Certificateholders holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust or pursuant to the terms of such Intercreditor AgreementAgreement or any Liquidity Facility to which such Trustee is a party, or exercising any trust or power conferred 32 39 on the Trustee under this Agreement or such Intercreditor AgreementAgreement or Liquidity Facility, including any right of the Trustee as Controlling Party under such Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; provided, however, provided that: (1) such Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion,; (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, and; (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction; and (4) if an Indenture Event of Default under a related Indenture shall have occurred and be continuing, such direction shall not obligate the Trustee to vote more than a corresponding majority of the related Equipment Notes held by the Trust in favor of directing any action by the related Loan Trustee with respect to such Indenture Event of Default.

Control by Certificateholders. Subject to Section 6.03 and any related Intercreditor Agreement6.3, the Certificateholders holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust or pursuant to the terms of such Intercreditor AgreementTrust, or exercising any trust or power conferred on the Trustee under this Agreement or such Intercreditor Agreement, including any right of the Trustee as Controlling Party under such Intercreditor Agreement or as holder of the Equipment related Secured Notes held in the related Trust; provided, however, such Trust provided that: (1) such Direction direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement or the terms of the applicable Note Documents and would not involve the Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion, (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, anddirection, (3) the Trustee may take any other action permitted by this Agreement deemed proper by the Trustee which that is not inconsistent with such Directiondirection, and (4) if an Indenture Event of Default under a related Indenture shall have occurred and be continuing, such direction shall not obligate the Trustee to vote more than a corresponding majority of the related Secured Notes held by the Trust in favor of directing any action by the related Loan Trustee with respect to such Indenture Event of Default.

Control by Certificateholders. Subject to Section 6.03 and any related Intercreditor Agreement2.3, the Certificateholders holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Pass Through Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust or pursuant to the terms of such Intercreditor AgreementPass Through Trustee, or exercising any trust or power conferred on the Pass Through Trustee under this Agreement or such Intercreditor Pass Through Trust Agreement, including any right of the Pass Through Trustee as Controlling Party under such Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; providedNotes, however, provided that: (1i) such Direction direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Pass Through Trust Agreement and would not involve the Pass Through Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion, (2ii) the Pass Through Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, anddirection; it being understood that (subject to Section 7.1) the Pass Through Trustee shall have no duty or obligation to ascertain whether or not such actions or forebearances are unjustly prejudicial to such Certificateholders; (3iii) the Pass Through Trustee may take any other action deemed proper by the Pass Through Trustee which is not inconsistent with such Direction.direction, and

Control by Certificateholders. Subject to Section 6.03 The Bond Insurer or, if a Bond Insurer Default has occurred and any related Intercreditor Agreementis continuing, the Certificateholders holding Holders of 66-2/3% in principal amount of the Outstanding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust shall have the right to direct the time, method and place of conducting any proceeding Proceeding for any remedy available to the Trustee with respect to such Trust or pursuant to the terms of such Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or such Intercreditor Agreement, including any right of the Trustee as Controlling Party under such Intercreditor Agreement or as holder of the Equipment Notes held in the related TrustTrustee; provided, however, provided that: (1a) such Direction direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement and would not involve including, without limitation, any provision hereof which expressly provides for approval by a greater percentage of the aggregate principal amount of all Outstanding Certificates; (b) any direction to the Trustee in personal liability or expenseby the Certificateholders to undertake a private Sale of the Trust Property shall be by the Holders of all Outstanding Certificates, unless the Person(scondition set forth in Section 6.18(b)(ii) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion,hereof is met; (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, and (3c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Directiondirection; provided, however, that, subject to Section 7.01 hereof, the Trustee need not take any action which a Responsible Officer or Officers of the Trustee in good faith determines might involve it in personal liability or be prejudicial to the Certificateholders not consenting; and (d) the Trustee has been furnished reasonable indemnity against costs, expenses and liabilities which it might incur in connection therewith as provided in Section 7.01(f) hereof.

Control by Certificateholders. Subject to Section 6.03 and any related Intercreditor Agreement, the Certificateholders holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust The Required Holders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust or pursuant to the terms of such Intercreditor AgreementPass Through Trustee, or exercising any trust or power conferred on upon the Trustee Pass Through Trustee, under this Agreement or such Intercreditor Agreement, including any right of the Trustee as Controlling Party under such Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; provided, however, thatPASS THROUGH TRUST AGREEMENT A ------------------------------ (1) such Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Pass Through Trust Agreement and would not involve the Pass Through Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion, (2) the Pass Through Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, and, (3) the Pass Through Trustee may take any other action deemed proper by the Pass Through Trustee which is not inconsistent with such Direction, (4) such Required Holders shall have offered to the Pass Through Trustee security or indemnity against the costs, expenses or liabilities which may be incurred thereby, and (5) if a Lease Indenture Event of Default shall have occurred and be continuing, such Direction shall not obligate the Pass Through Trustee to vote more than a corresponding majority of the applicable Lessor Notes held by the Pass Through Trust in favor of directing any action by the applicable Lease Indenture Trustee with respect to such Lease Indenture Event of Default.

Control by Certificateholders. Subject to Section 6.03 6.02 and any related the Intercreditor Agreement, the Certificateholders holding Certificates of a series class evidencing Fractional Undivided Cumulative Interests aggregating not less than a majority in interest in the Trusts of the related Trust class shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust Trusts or pursuant to the terms of such the Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or such the Intercreditor Agreement, including any right of the Trustee as Controlling Party under such the Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; providedTrusts, however, provided that: (1) such Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion,; (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series class not taking part in such Direction, ; and (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction.

Control by Certificateholders. Subject to Section 6.03 and any related Intercreditor Agreement, the Certificateholders holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust or pursuant to the terms of such Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or such Intercreditor Agreement, including any right of the Trustee as Controlling Party under such Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; provided, however, provided that: (1) such Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion,; (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, and; (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction; and (4) if an Event of Default under a related Indenture shall have occurred and be continuing, such direction shall not obligate the Trustee to vote more than a corresponding majority of the related Equipment Notes held by the Trust in favor of directing any action by the related Loan Trustee with respect to such Event of Default.

Control by Certificateholders. Subject to Section 6.03 6.02 and any related ----------------------------- the Intercreditor Agreement, the Certificateholders holding Certificates of a series class evidencing Fractional Undivided Cumulative Interests aggregating not less than a majority in interest in the Trusts of the related Trust class shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust Trusts or pursuant to the terms of such the Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or such the Intercreditor Agreement, including any right of the Trustee as Controlling Party under such the Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; providedTrusts, however, provided that: (1) such Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion,; (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series class not taking part in such Direction, and; and [2001-1 Pass Through Trust Agreement] (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction.