Limitations on Control. Notwithstanding any other provision of this Trust Agreement, but subject to Sections 12.02 and 12.04, Owner Participant will have no rights or powers to direct, influence or control Owner Trustee in the performance of Owner Trustee’s duties under this Trust Agreement in connection with any matters involving the ownership and operation of the Aircraft by Owner Trustee. In all such matters, Owner Trustee shall have absolute and complete discretion in connection therewith and shall be free of any kind of influence or control whatsoever by Owner Participant, and Owner Trustee shall exercise its duties under this Trust Agreement in connection with matters involving the ownership and operation of the Aircraft by Owner Trustee as it, in its discretion, shall deem necessary to protect the interests of the United States, notwithstanding any countervailing interest of any foreign power which, or whose citizens, may have a direct or indirect interest in Owner Participant, and any such action by Owner Trustee shall not be considered malfeasance or in breach of any obligation which Owner Trustee might otherwise have to Owner Participant; provided, however, that subject to the foregoing limitations, Owner Trustee shall exercise its discretion in all matters involving the ownership and operation of the Aircraft by Owner Trustee (a) with due regard for the interests of Owner Participant and (b) in a manner not inconsistent with the provisions of the 1 Provision subject to change pursuant to FAA regulations regarding NCT. Operative Documents; provided, further, that Owner Participant may confer with Owner Trustee and/or Owner Trustee may consult with Owner Participant in connection with such matters involving the ownership and operation of the Aircraft (it being understood that any advice, opinion or suggestion obtained by Owner Trustee in the course of such conferring or consulting shall not be binding on Owner Trustee, but that Owner Trustee shall be free to follow or disregard such advice, opinion or suggestion in the exercise of its discretion). In addition, Owner Participant may not remove Owner Trustee or any successor Owner Trustee appointed hereunder, except for cause. Owner Trustee agrees to promptly notify Owner Participant of the exercise of its duties under this Trust Agreement in connection with matters involving the ownership and operation of the Aircraft by Owner Trustee.
Limitations on Control. Notwithstanding any other ---------------------- provision of this Trust Agreement, but subject to the other provisions of this Article XII, from and after the Delivery Date and until termination of this Trust Agreement, (i) the Owner Participant shall not, except as otherwise provided in the second sentence of Section 5.01, have any voting rights or other rights to direct the Owner Trustee in connection with matters involving the ownership and operation of either Aircraft, Airframe N608FF or any part thereof by the Owner Trustee (collectively, "Control Rights"), and (ii) the Owner -------------- Trustee shall have absolute and complete discretion in all matters as to which the Owner Participant otherwise would have had any Control Rights, but for the provisions of this Article XII. Such discretion (x) is in addition to the discretion given to the Owner Trustee under the other Sections of this Trust Agreement, and (y) is expressly limited to the Control Rights that, but for the provisions of this Article XII, would be held or exercisable by the Owner Participant, and does not extend to any other rights, powers or privileges in respect of the beneficial interest of the Owner Participant in the Trust Estate.
Limitations on Control. 19 SECTION 12.02. Discretion and Actions of Owner Trustee...................... 19
Limitations on Control. Exceptions...................... 23 Schedule I Definitions TRUST AGREEMENT (FEDERAL EXPRESS CORPORATION TRUST NO. N680FE) TRUST AGREEMENT (FEDERAL EXPRESS CORPORATION TRUST NO. N680FE) dated as of June 15, 1998, as amended and restated as of November 1, 1998 (this "Agreement") between STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "SSB", and not in its individual capacity but solely as trustee hereunder, the "Owner Trustee"), and DEBIS FINANCIAL SERVICES, INC., a Delaware corporation (together with its successors and permitted assigns, the "Trustor"). The capitalized terms used herein, unless otherwise herein defined or the context hereof shall otherwise require, shall have the respective meanings set forth in Schedule I attached hereto.
Limitations on Control. Section 9.02 Discretion and Actions of Owner Trustee Section 9.03 Power to Remove or Direct the Owner Trustee Section 9.04 Payments
Limitations on Control. Notwithstanding any other provision of this Agreement, but subject to the other provisions of this Article 9, from and after the date hereof and until termination of this Agreement and the Trust, (i) Trustor shall not have any voting rights or other rights to direct Owner Trustee hereunder (collectively "Control Rights") and (ii) Owner Trustee shall have absolute and complete discretion in all matters as to which Trustor otherwise would have had any Control Rights, but for the provision of this Article. Such discretion (i) is in addition to the discretion given to Owner Trustee under the other Articles of this Agreement and (ii) is expressly limited to the Control Rights that, but for the provisions of this Article, would be held or exercisable by Trustor, and does not extend to any other rights, powers or privileges in respect of the beneficial interest of the Trustor in the Trust Estate.
Limitations on Control. 18 SECTION 12.02 Discretion and Actions of Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 SECTION 12.03 Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 SECTION 12.04 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 SECTION 12.05 Owner Trustee Acts as Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 SECTION 12.06 Waiver of Claim Against Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 SECTION 12.07 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 EXHIBIT 1 Affidavit of Citizenship TRUST AGREEMENT [N605SW] -iv- 6 TRUST AGREEMENT This TRUST AGREEMENT, dated as of August 1, 1995, is between BOT FINANCIAL & LEASING CORPORATION B-4, a Massachusetts corporation, and SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION, a national banking association (in its individual capacity, together with its successors and permitted assigns, "SBC", and otherwise not in its individual capacity but solely as trustee hereunder with its permitted successors and assigns, the "Owner Trustee").
Limitations on Control. If the Sellers’ Representative assumes the defense of a Third Party Claim in accordance with Section 10.3.1, (a) the Indemnified Person will not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Sellers’ Representative’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), (b) the Indemnified Person will agree to any settlement, compromise or discharge of a Third Party Claim consisting solely of monetary damages and that (i) by its terms obligates the Sellers to pay the full amount of the liability arising out of, relating to, or in connection with, such Third-Party Claim and the Sellers make such payment in full (irrespective of any limitations contained herein), (ii) unconditionally and fully releases the Indemnified Person from and against all liabilities and obligations arising out of, relating to, or in connection with, such Third Party Claim and (iii) does not impose any injunctive or other equitable relief against the Indemnified Person nor require any admission or acknowledgment of liability or fault of the Indemnified Person.
Limitations on Control. Notwithstanding any other provision of this Trust Agreement, but subject to Section 12.03 hereof, until termination of this Trust Agreement, (i) the Owner Participant shall not have any voting rights or other rights or powers to direct, influence or control the Owner Trustee in connection with matters involving the ownership and operation of the Aircraft or any part thereof by the Owner Trustee (collectively, the "Control Rights") and (ii) the Owner Trustee shall have absolute and complete discretion in all matters as to which the Owner Participant otherwise would have had Control Rights but for the provisions of this Article XII and shall be free of any kind of influence or control whatsoever by the Owner Participant, and the Owner Trustee shall exercise the Control Rights solely to the extent it, in its discretion, shall deem necessary to protect the interests of the United States, notwithstanding any countervailing interest of any foreign power which, or whose citizens, may have a direct or indirect interest in the Owner Participant. Such discretion (x) is in addition to the discretion given to the Owner Trustee under the other Sections of this Trust Agreement, and (y) is expressly limited to the Control Rights that, but for the provisions of this Article XII, would be held or exercisable by the Owner Participant, and does not extend to any other rights, powers or privileges in respect of the beneficial interest of the Owner Participant in the Trust Estate. The Owner Trustee shall notify the Owner Participant of its exercise of rights and duties under this Trust Agreement in connection with matters involving the Control Rights.
Limitations on Control. Notwithstanding any other provision of the Trust Agreement, but subject to other provisions of this Article XI, from and after the Delivery Date and until termination of this Trust Agreement, (i) the Beneficiary shall not, except as otherwise provided in Section 5, have any voting rights or other rights to direct Owner Trustee hereunder (collectively "CONTROL RIGHTS") and (ii) Owner Trustee shall have absolute and complete discretion in all matters as to which the Beneficiary otherwise would have had any Control Rights, but for the provisions of this Article XI. Such discretion (i) is in addition to the discretion given to Owner Trustee under the other Articles of this Trust Agreement and (ii) is expressly limited to the Control Rights that, but for the provisions of this Article XI, would be held or exercisable by the Beneficiary, and does not extend to any other rights, powers or privileges in respect of the beneficial interest of the Beneficiary in the Trust Estate.
