Common use of Control by Certificateholders Clause in Contracts

Control by Certificateholders. (a) Subject to Section 7.06 hereof, the Required Certificateholders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee hereunder; provided, that (i) such direction shall not be in conflict with any rule of law or with this Agreement, (ii) such direction shall not involve any action for which the Trustee reasonably believes it may not obtain compensation or reimbursement for hereunder or, if the Trustee determines that such compensation or reimbursement is not available, such Certificateholders have not offered the Trustee reasonable indemnity for the cost of such actions, and (iii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. (b) Prior to the occurrence of an Event of Master Servicer Default hereunder and after the curing or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default shall have occurred and be continuing, and otherwise by the Certificateholders requesting the investigation.

Control by Certificateholders. (a) Subject to Section 7.06 hereof6.03 and any related Intercreditor Agreement, the Required 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 any Liquidity Facility to which such Trustee is a party, or exercising any trust or power conferred on the Trustee hereunderunder this Agreement or such Intercreditor Agreement 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, that provided that: (i1) such direction Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement, (ii) and such direction shall Direction would not involve any action for which the Trustee reasonably believes it may not obtain compensation in personal liability or reimbursement for hereunder or, if the Trustee determines that such compensation or reimbursement is not available, expense unless such Certificateholders shall have not offered to the Trustee reasonable security or indemnity for against the cost cost, expenses and liabilities which might be incurred by it in compliance with such Direction; (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such actions, and series not taking part in such Direction; (iii3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.Direction; and (b4) Prior to the occurrence of if an Indenture Event of Master Servicer Default hereunder and after the curing or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within under a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default related Indenture shall have occurred and be continuing, and otherwise such direction shall not obligate the Trustee to vote more than a corresponding majority of the related Equipment Notes held by the Certificateholders requesting Trust in favor of directing any action by the investigationrelated Loan Trustee with respect to such Indenture Event of Default.

Control by Certificateholders. (a) Subject to Section 7.06 hereof, the Required Certificateholders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee hereunder; provided, that (i) such direction shall not be in conflict with any rule of law or with this Agreement, (ii) such direction shall not involve any action for which the Trustee reasonably believes it may not obtain compensation or reimbursement for hereunder or, if the Trustee determines that such compensation or reimbursement is not available, such Certificateholders have not offered the Trustee reasonable indemnity for the cost of such actions, and (iii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. (b) Prior to the occurrence of an Event of Master Servicer Default hereunder and after the curing or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default shall have occurred and be continuing, and otherwise by the Certificateholders requesting the investigation.

Control by Certificateholders. The Holders of a majority of the Outstanding Amount of the Certificates (a) Subject to Section 7.06 hereofor, if less than all Classes are affected, the Required Certificateholders affected Class or Classes) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Certificate Trustee, or exercising any trust or power conferred on the Certificate Trustee hereunderunder this Certificate Indenture, including any right of the Certificate Trustee as holder of the Notes of the corresponding Class or Classes, in each case unless a different percentage is specified herein; provided, that however, that: (ia) such direction shall not be in conflict with any rule of law or with this Agreement, Certificate Indenture and would not involve the Certificate Trustee in personal liability or expense; (iib) such direction the Certificate Trustee shall not involve any determine that the action for which so directed would be unjustly prejudicial to the Trustee reasonably believes it may not obtain compensation or reimbursement for hereunder or, if the Trustee determines that such compensation or reimbursement is not available, such Certificateholders have not offered the Trustee reasonable indemnity for the cost Holders of Certificates of such actions, and Class or Classes not taking part in such direction; (iiic) the Certificate Trustee may take any other action deemed proper by the Certificate Trustee which that is not inconsistent with such direction.; and (bd) Prior to the occurrence of an if a Note Event of Master Servicer Default hereunder and after the curing or waiver with respect to such Class of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default Notes shall have occurred and be continuing, and otherwise such direction shall not obligate the Certificate Trustee to vote more than a corresponding majority of the related Notes held by the Certificateholders requesting Certificate Issuer in favor of declaring the investigationunpaid principal amount of the Notes and accrued interest thereon to be due and payable or directing any action by the Note Trustee with respect to such Note Event of Default.

Control by Certificateholders. The Holders of a majority of the Outstanding Amount of the Certificates (a) Subject to Section 7.06 hereofor, if less than all Tranches are affected, the Required Certificateholders affected Tranche or Tranches) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Certificate Trustee, or exercising any trust or power conferred on the Certificate Trustee hereunderunder this Certificate Indenture, including any right of the Certificate Trustee as holder of the Bonds of any Bond Issuer of the corresponding Tranche or Tranches, in each case unless a different percentage is specified herein; provided, that however, that: (ia) such direction shall not be in conflict with any rule of law or with this Agreement, Certificate Indenture and would not involve the Certificate Trustee in personal liability or expense; (iib) such direction the Certificate Trustee shall not involve any determine that the action for which so directed would be unjustly prejudicial to the Trustee reasonably believes it may not obtain compensation or reimbursement for hereunder or, if the Trustee determines that such compensation or reimbursement is not available, such Certificateholders have not offered the Trustee reasonable indemnity for the cost Holders of Certificates of such actions, and Tranche or Tranches not taking part in such direction; (iiic) the Certificate Trustee may take any other action deemed proper by the Certificate Trustee which that is not inconsistent with such direction.; (bd) Prior such Holders shall have offered to the occurrence of an Event of Master Servicer Default hereunder and after the curing Certificate Trustee security or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee of indemnity against the costs, expenses or liabilities likely to which may be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as thereby; and (e) if a condition to taking any such action. The reasonable expense of every such examination relating to an Bond Event of Master Servicer Default shall be paid by the Master Servicer if an Event with respect to such Tranche of Master Servicer Default Bonds shall have occurred and be continuing, and otherwise such direction shall not obligate the Certificate Trustee to vote more than a corresponding majority of the related Bonds held by the Certificateholders requesting Certificate Trustee in favor of declaring the investigationunpaid principal amount of the Bonds and accrued interest thereon to be due and payable or directing any action by the Bond Trustee for such Bonds with respect to such Bond Event of Default.

Control by Certificateholders. (a) Subject to Section 7.06 hereof, the Required Certificateholders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee hereunder; provided, provided that (i) such direction shall not be in conflict with any rule of law or with this Agreement, (ii) such direction shall not involve any action for which the Trustee reasonably believes it may not obtain compensation or reimbursement for hereunder or, if the Trustee determines that such compensation or reimbursement is not available, such Certificateholders have not offered the Trustee reasonable indemnity for the cost of such actions, and (iii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. (b) Prior to the occurrence of an Event of Master Servicer Default hereunder and after the curing or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default shall have occurred and be continuing, and otherwise by the Certificateholders requesting the investigation.

Control by Certificateholders. (a) Subject to Section 7.06 hereofany Intercreditor Agreement, the Required a Majority In Interest of Certificateholders shall have of any Series has the right with respect to the related Pass Through Trust to direct the Pass Through Trustee as to the time, method method, and place of conducting any proceeding for any remedy available to the Pass Through Trustee with respect to such Pass Through Trust or pursuant to the terms of any Intercreditor Agreement, or exercising any trust or power conferred on the Pass Through Trustee hereunderunder this Agreement or any Intercreditor Agreement, including any right of the Pass Through Trustee as Controlling Party under any Intercreditor Agreement or as holder of the Equipment Certificates; provided, provided that (i) such direction shall is not otherwise than in accordance with law and the provisions of such Pass Through Trust and the Pass Through Trustee has received, to the extent provided in Sections 7.07 and 8.03 and Article IX hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be in conflict with incurred by the Pass Through Trustee; and provided further that the Pass Through Trustee has the right to decline to follow any rule of law or with this Agreement, (ii) such direction shall not involve any if the Pass Through Trustee, being advised by counsel, determines that the action for which the Trustee reasonably believes it or proceeding so directed may not obtain compensation lawfully be taken or reimbursement for hereunder or, if the Pass Through Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Pass Through Trustee determines that the action or proceedings so directed would involve the Pass Through Trustee in personal liability or if the Pass Through Trustee in good faith so determines that the actions or forebearances specified in or pursuant to such compensation or reimbursement is not available, such direction would be unduly prejudicial to the interests of the Certificateholders have not offered the Trustee reasonable indemnity for the cost of such actionsSeries not joining in the giving of said direction, and (iii) it being understood that the Pass Through Trustee may shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Certificateholders. Nothing in this Pass Through Agreement or any Series Supplement shall impair the right of the Pass Through Trustee in its discretion to take any other action deemed proper by the Pass Through Trustee with respect to the related Pass Through Trust and which is not inconsistent with such direction. (b) Prior to the occurrence of an Event of Master Servicer Default hereunder and after the curing or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so direction by the Required Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee Certificateholders of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default shall have occurred and be continuing, and otherwise by the Certificateholders requesting the investigationrelated Series.

Control by Certificateholders. The Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest of the Fractional Undivided Interests evidenced by all Certificates at the time outstanding (adetermined as provided in Section 1.4(c)) Subject to Section 7.06 hereof, the Required Certificateholders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Pass-Through Trustee, or exercising any trust or power conferred on upon the Pass-Through Trustee, under this Pass-Through Trust Agreement, including any right of the Pass-Through Trustee hereunder; providedas holder of the Lessor Notes, PROVIDED that (i1) such direction Direction shall not be in conflict with any rule of law or with this AgreementPass-Through Trust Agreement and would not involve the Pass-Through Trustee in personal liability or expense, (ii2) such direction the Pass-Through Trustee shall not involve any determine that the action for which so directed would be unjustly prejudicial to the Trustee reasonably believes it may Certificateholders not obtain compensation or reimbursement for hereunder ortaking part in such Direction, if the Trustee determines that such compensation or reimbursement is not available, such Certificateholders have not offered the Trustee reasonable indemnity for the cost of such actions, and (iii3) the Pass-Through Trustee may take any other action deemed proper by the Pass-Through Trustee which is not inconsistent with such direction. Direction, (b4) Prior such Holders shall have offered to the occurrence of an Event of Master Servicer Default hereunder and after the curing Pass-Through Trustee security or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee of indemnity against the costs, expenses or liabilities likely to which may be incurred by it in the making of such investigation isthereby, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as and (5) if a condition to taking any such action. The reasonable expense of every such examination relating to an Lease Indenture Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default shall have occurred and be continuing, and otherwise such Direction shall not obligate the Pass-Through Trustee to vote more than a corresponding majority of the applicable Lessor Notes held by the Certificateholders requesting Pass-Through Trust in favor of directing any action by the investigationapplicable Lease Indenture Trustee with respect to such Lease Indenture Event of Default.

Control by Certificateholders. (a) Subject to Section 7.06 hereofany Intercreditor Agreement, the Required a Majority In Interest of Certificateholders shall have of any Series has the right with respect to the related Pass Through Trust to direct the Pass Through Trustee as to the time, method method, and place of conducting any proceeding for any remedy available to the Pass Through Trustee with respect to such Pass Through Trust or pursuant to the terms of any Intercreditor Agreement, or exercising any trust or power conferred on the Pass Through Trustee hereunderunder this Pass Through Agreement or any Intercreditor Agreement, including any right of the Pass Through Trustee as Controlling Party under any Intercreditor Agreement or as holder of the Equipment Certificates; provided, provided that (i) such direction shall is not otherwise than in accordance with law and the provisions of such Pass Through Trust and the Pass Through Trustee has received, to the extent provided in Sections 7.07 and 8.03 and Article IX hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be in conflict with incurred by the Pass Through Trustee; and provided further that the Pass Through Trustee has the right to decline to follow any rule of law or with this Agreement, (ii) such direction shall not involve any if the Pass Through Trustee, being advised by counsel, determines that the action for which the Trustee reasonably believes it or proceeding so directed may not obtain compensation lawfully be taken or reimbursement for hereunder or, if the Pass Through Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Pass Through Trustee determines that the action or proceedings so directed would involve the Pass Through Trustee in personal liability or if the Pass Through Trustee in good faith so determines that the actions or forebearances specified in or pursuant to such compensation or reimbursement is not available, such direction would be unduly prejudicial to the interests of the Certificateholders have not offered the Trustee reasonable indemnity for the cost of such actionsSeries not joining in the giving of said direction, and (iii) it being understood that the Pass Through Trustee may shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Certificateholders. Nothing in this Pass Through Agreement or any Series Supplement shall impair the right of the Pass Through Trustee in its discretion to take any other action deemed proper by the Pass Through Trustee with respect to the related Pass Through Trust and which is not inconsistent with such direction. (b) Prior to the occurrence of an Event of Master Servicer Default hereunder and after the curing or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so direction by the Required Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee Certificateholders of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default shall have occurred and be continuing, and otherwise by the Certificateholders requesting the investigationrelated Series.

Control by Certificateholders. The Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest of the Fractional Undivided Interests evidenced by all Certificates at the time Outstanding (adetermined as provided in Section 1.4(c)) Subject to Section 7.06 hereof, the Required Certificateholders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Pass Through Trustee, or exercising any trust or power conferred on upon the Pass Through Trustee, under this Pass Through Trust Agreement, including any right of the Pass Through Trustee hereunder; providedas holder of the Lessor Notes, that provided that: (i1) such direction Direction shall not be in conflict with any rule of law or with this Agreement, Pass Through Trust Agreement and would not involve the Pass Through Trustee in personal liability or expense; (ii2) such direction the Pass Through Trustee shall not involve any determine that the action for which so directed would expose it to personal liability or be unjustly prejudicial to the Trustee reasonably believes it may Certificateholders not obtain compensation or reimbursement for hereunder or, if the Trustee determines that taking part in such compensation or reimbursement is not available, such Certificateholders have not offered the Trustee reasonable indemnity for the cost of such actions, and Direction; (iii3) the Pass Through Trustee may take any other action deemed proper by the Pass Through Trustee which is not inconsistent with such direction.Direction; (b4) Prior such Holders shall have offered to the occurrence of an Event of Master Servicer Default hereunder and after the curing Pass Through Trustee security or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee of indemnity against the costs, expenses or liabilities likely to which may be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as thereby; and (5) if a condition to taking any such action. The reasonable expense of every such examination relating to an Lease Indenture Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default shall have occurred and be continuing, and otherwise such Direction shall not obligate the Pass Through Trustee to vote more than a corresponding majority of the related Lessor Notes held by the Certificateholders requesting Pass Through Trust in favor of directing any action by the investigationapplicable Indenture Trustee with respect to such Lease Indenture Event of Default.

Control by Certificateholders. (a) Subject to ----------------------------- Section 7.06 hereof, the Required Certificateholders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee hereunderTrustee; provided, that (i) such direction shall not be in conflict with any -------- rule of law or with this Agreement, (ii) such direction shall not involve any action for which the Trustee reasonably believes it may not obtain compensation or reimbursement for hereunder or, if the Trustee determines that such compensation or reimbursement is not available, such Certificateholders have not offered the Trustee reasonable indemnity for the cost of such actions, and (iii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. (b) Prior to the occurrence of an Event of Master Servicer Default hereunder and after the curing or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within a reasonable -------- ------- time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default shall have occurred and be continuing, and otherwise by the Certificateholders requesting the investigation.

Control by Certificateholders. The Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest of the Fractional Undivided Interests evidenced by all Certificates at the time Outstanding (adetermined as provided in Section 1.4(c)) Subject to Section 7.06 hereof, the Required Certificateholders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Pass Through Trustee, or exercising any trust or power conferred on upon the Pass Through Trustee, under this Pass Through Trust Agreement, including any right of the Pass Through Trustee hereunder; providedas holder of the Lessor Notes, that provided that: (ia) such direction Direction shall not be in conflict with any rule of law or with this Agreement, Pass Through Trust Agreement and would not involve the Pass Through Trustee in personal liability or expense; (iib) such direction the Pass Through Trustee shall not involve any determine that the action for which so directed would expose it to personal liability or be unjustly prejudicial to the Trustee reasonably believes it may Certificateholders not obtain compensation or reimbursement for hereunder or, if the Trustee determines that taking part in such compensation or reimbursement is not available, such Certificateholders have not offered the Trustee reasonable indemnity for the cost of such actions, and direction; (iiic) the Pass Through Trustee may take any other action deemed proper by the Pass Through Trustee which is not inconsistent with such direction.Direction; (bd) Prior such Holders shall have offered to the occurrence of an Event of Master Servicer Default hereunder and after the curing Pass Through Trustee security or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee of indemnity against the costs, expenses or liabilities likely to which may be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as thereby; and (e) if a condition to taking any such action. The reasonable expense of every such examination relating to an Lease Indenture Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default shall have occurred and be continuing, and otherwise such Direction shall not obligate the Pass Through Trustee to vote more than a corresponding majority of the related Lessor Notes held by the Certificateholders requesting Pass Through Trust in favor of directing any action by the investigationLease Indenture Trustee with respect to such Lease Indenture Event of Default.

Control by Certificateholders. The Holders of a majority of the Outstanding Amount of the Certificates (a) Subject to Section 7.06 hereofor, if less than all Classes are affected, the Required Certificateholders affected Class or Classes) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Certificate Trustee, or exercising any trust or power conferred on the Certificate Trustee hereunderunder this Certificate Indenture, including any right of the Certificate Trustee as holder of the Notes of the corresponding Class or Classes, in each case unless a different percentage is specified herein; provided, that however, that: (ia) such direction shall not be in conflict with any rule of law or with this Agreement, Certificate Indenture; (iib) such direction the Certificate Trustee shall not involve any determine that the action for which so directed would be unjustly prejudicial to the Trustee reasonably believes it may not obtain compensation or reimbursement for hereunder or, if the Trustee determines that such compensation or reimbursement is not available, such Certificateholders have not offered the Trustee reasonable indemnity for the cost Holders of Certificates of such actions, and Class or Classes not taking part in such direction; (iiic) the Certificate Trustee may take any other action deemed proper by the Certificate Trustee which that is not inconsistent with such direction.; and (bd) Prior to the occurrence of an if a Note Event of Master Servicer Default hereunder and after the curing or waiver with respect to such Class of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default Notes shall have occurred and be continuing, and otherwise such direction shall not obligate the Certificate Trustee to vote more than a corresponding majority of the related Notes held by the Certificate Issuer in favor of declaring the unpaid principal amount of the Notes and accrued interest thereon to be due and payable or directing any action by the Note Trustee with respect to such Note Event of Default; provided, however, that the Certificate Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Certificateholders requesting the investigationnot consenting to such action.

Control by Certificateholders. (a) Subject to Section 7.06 8.06 hereof, the Required Certificateholders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee hereunder; provided, that (i) such direction shall not be in conflict with any rule of law or with this Agreement, (ii) such direction shall not involve any action for which the Trustee reasonably believes it may not obtain compensation or reimbursement for hereunder or, if the Trustee determines that such compensation or reimbursement is not available, such Certificateholders have not offered the Trustee reasonable indemnity for the cost of such actions, and (iii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. (b) Prior to the occurrence of an Event of Master Servicer Default hereunder and after the curing or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default shall have occurred and be continuing, and otherwise by the Certificateholders requesting the investigation.

Control by Certificateholders. (a) Subject to Section 7.06 hereof6.03 and any related Intercreditor Agreement, the Required 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 any Liquidity Facility to which such Trustee is a party, or exercising any trust or power conferred on the Trustee hereunder; providedunder this Agreement or such Intercreditor Agreement or Liquidity Facility, that 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 that: (i1) such direction Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement, (ii) such direction shall Agreement and would not involve any action for which the Trustee reasonably believes it may not obtain compensation in personal liability or reimbursement for hereunder or, if the Trustee determines that such compensation or reimbursement is not available, expense unless such Certificateholders shall have not offered to the Trustee reasonable security or indemnity for against the cost cost, expenses and liabilities which might be incurred by it in compliance with such Direction; (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such actions, and series not taking part in such Direction; (iii3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.Direction; and (b4) Prior to the occurrence of if an Indenture Event of Master Servicer Default hereunder and after the curing or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within under a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default related Indenture shall have occurred and be continuing, and otherwise such Direction shall not obligate the Trustee to vote more than a corresponding majority of the related Equipment Notes held by the Certificateholders requesting Trustee in favor of directing any action by the investigationrelated Loan Trustee with respect to such Indenture Event of Default.

Control by Certificateholders. (a) Subject to Section 7.06 hereof6.03 and any related Intercreditor Agreement, the Required 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 any Liquidity Facility to which such Trustee is a party, or exercising any trust or power conferred on the Trustee hereunderunder this Agreement or such Intercreditor Agreement 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, that provided that: (i1) such direction Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement, (ii) such direction shall Agreement and would not involve any action for which the Trustee reasonably believes it may not obtain compensation in personal liability or reimbursement for hereunder or, if the Trustee determines that such compensation or reimbursement is not available, expense unless such Certificateholders shall have not offered to the Trustee reasonable security or indemnity for against the cost cost, expenses and liabilities which might be incurred by it in compliance with such Direction; (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such actions, and series not taking part in such Direction; (iii3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.Direction; and (b4) Prior to the occurrence of if an Indenture Event of Master Servicer Default hereunder and after the curing or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within under a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default related Indenture shall have occurred and be continuing, and otherwise such Direction shall not obligate the Trustee to vote more than a corresponding majority of the related Equipment Notes held by the Certificateholders requesting Trustee in favor of directing any action by the investigationrelated Loan Trustee with respect to such Indenture Event of Default.

Control by Certificateholders. (a) Subject to Section ----------------------------- 7.06 hereof, the Required Certificateholders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee hereunderTrustee; provided, -------- that (i) such direction shall not be in conflict with any rule of law or with this Agreement, (ii) such direction shall not involve any action for which the Trustee reasonably believes it may not obtain compensation or reimbursement for hereunder or, if the Trustee determines that such compensation or reimbursement is not available, such Certificateholders have not offered the Trustee reasonable indemnity for the cost of such actions, and (iii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. (b) Prior to the occurrence of an Event of Master Servicer Default hereunder and after the curing or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within a reasonable -------- ------- time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such 109 action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default shall have occurred and be continuing, and otherwise by the Certificateholders requesting the investigation.

Control by Certificateholders. (a) Subject to Section 7.06 hereof2.3, the Required Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the 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 Pass Through Trustee, or exercising any trust or power conferred on the Pass Through Trustee hereunder; providedunder this Pass Through Trust Agreement, that including any right of the Pass Through Trustee as holder of the Equipment Notes [or ETCs], provided that: (i) such direction shall not be in conflict with any rule of law or with this Agreement, Pass Through Trust Agreement and would not involve the Pass Through Trustee in personal liability or expense, (ii) such direction the Pass Through Trustee shall not involve any determine that the action for which so directed would be unjustly prejudicial to the Certificateholders not taking part in such direction, it being understood that (subject to Section 7.1) the Pass Through Trustee reasonably believes it may shall have no duty to ascertain whether or not obtain compensation such actions or reimbursement for hereunder or, if the Trustee determines that forebearances are unjustly prejudicial to such compensation or reimbursement is not available, such Certificateholders have not offered the Trustee reasonable indemnity for the cost of such actions, and certificateholders, (iii) the Pass Through Trustee may take any other action deemed proper by the Pass Through Trustee which is not inconsistent with such direction., and (biv) Prior to the occurrence of an Event of Master Servicer Default hereunder and after the curing or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Indenture Default under the Indenture [or an Equipment Trust Default under the Equipment Trust Agreement] shall have occurred and be continuing, and otherwise 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 Certificateholders requesting Trust in favor of directing any action by the investigationIndenture 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 7.06 hereof2.3, the Required Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the 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 Pass Through Trustee, or exercising any trust or power conferred on the Pass Through Trustee hereunder; providedunder this Pass Through Trust Agreement, that including any right of the Pass Through Trustee as holder of the Equipment Notes or ETCs, provided that: (i) such direction shall not be in conflict with any rule of law or with this Agreement, Pass Through Trust Agreement and would not involve the Pass Through Trustee in personal liability or expense, (ii) such direction the Pass Through Trustee shall not involve any determine that the action for which so directed would be unjustly prejudicial to the Certificateholders not taking part in such direction, it being understood that (subject to Section 7.1) the Pass Through Trustee reasonably believes it may shall have no duty to ascertain whether or not obtain compensation such actions or reimbursement for hereunder or, if the Trustee determines that forebearances are unjustly prejudicial to such compensation or reimbursement is not available, such Certificateholders have not offered the Trustee reasonable indemnity for the cost of such actions, and certificateholders, (iii) the Pass Through Trustee may take any other action deemed proper by the Pass Through Trustee which is not inconsistent with such direction., and (biv) Prior to the occurrence of an Event of Master Servicer Default hereunder and after the curing or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Indenture Default under the Indenture or an Equipment Trust Default under either Equipment Trust Agreement shall have occurred and be continuing, and otherwise 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 Certificateholders requesting Trust in favor of directing any action by the investigationIndenture 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. The Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest of the Fractional Undivided Interests evidenced by all Certificates at the time Outstanding (adetermined as provided in Section 1.4(c)) Subject to Section 7.06 hereof, the Required Certificateholders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Pass Through Trustee, or exercising any trust or power conferred on upon the Pass Through Trustee, under this Pass Through Trust Agreement, including any right of the Pass Through Trustee hereunder; providedas holder of the Lessor Notes, that provided that: (i1) such direction Direction shall not be in conflict with any rule of law or with this Agreement, Pass Through Trust Agreement and would not involve the Pass Through Trustee in personal liability or expense; (ii2) such direction the Pass Through Trustee shall not involve any determine that the action for which so directed would expose it to personal liability or be unjustly prejudicial to the Trustee reasonably believes it may Certificateholders not obtain compensation or reimbursement for hereunder or, if the Trustee determines that taking part in such compensation or reimbursement is not available, such Certificateholders have not offered the Trustee reasonable indemnity for the cost of such actions, and direction; (iii3) the Pass Through Trustee may take any other action deemed proper by the Pass Through Trustee which is not inconsistent with such direction.Direction; (b4) Prior such Holders shall have offered to the occurrence of an Event of Master Servicer Default hereunder and after the curing Pass Through Trustee security or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee of indemnity against the costs, expenses or liabilities likely to which may be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as thereby; and (5) if a condition to taking any such action. The reasonable expense of every such examination relating to an Lease Indenture Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default shall have occurred and be continuing, and otherwise such Direction shall not obligate the Pass Through Trustee to vote more than a corresponding majority of the related Lessor Notes held by the Certificateholders requesting Pass Through Trust in favor of directing any action by the investigationIndenture Trustee with respect to such Lease Indenture Event of Default.

Control by Certificateholders. (a) Subject to Section 7.06 hereof6.03 and any related Intercreditor Agreement, the Required 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 any Liquidity Facility to which such Trustee is a party, or exercising any trust or power conferred on the Trustee hereunderunder this Agreement or such Intercreditor Agreement 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, that provided that: (i1) such direction Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement, (ii) and such direction shall Direction would not involve any action for which the Trustee reasonably believes it may not obtain compensation in personal liability or reimbursement for hereunder or, if the Trustee determines that such compensation or reimbursement is not available, expense unless such Certificateholders shall have not offered to the Trustee reasonable security or indemnity for to it against the cost cost, expenses and liabilities which might be incurred by it in compliance with such Direction; (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such actions, and series not taking part in such Direction; (iii3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.Direction; and (b4) Prior to the occurrence of if an Indenture Event of Master Servicer Default hereunder and after the curing or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within under a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default related Indenture shall have occurred and be continuing, and otherwise such Direction shall not obligate the Trustee to vote more than a corresponding majority in interest of the related Equipment Notes held by the Certificateholders requesting Trustee in favor of directing any action by the investigationrelated Loan Trustee with respect to such Indenture Event of Default.

Control by Certificateholders. (a) Subject to Section 7.06 hereof, the Required Certificateholders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee hereunder; provided, provided that (i) such direction shall not be in conflict with any rule of law or with this Agreement, (ii) such direction shall not involve any action for which the Trustee reasonably believes it may not obtain compensation or reimbursement for hereunder or, if the Trustee determines that such compensation or reimbursement is not available, such Certificateholders have not offered the Trustee reasonable indemnity for the cost of such actions, and (iii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. (b) Prior to the occurrence of an Event of Master Servicer Default hereunder and after the curing or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default shall have occurred and be continuing, and otherwise by the Certificateholders requesting the investigation.. 146

Control by Certificateholders. (a) Subject to Section 7.06 hereof, the Required A Majority In Interest of Certificateholders shall have of any Series has the right with respect to the related Pass Through Trust to direct the Pass Through Trustee as to the time, method method, and place of conducting any proceeding for any remedy available to the Trustee Pass Through Trustee, or exercising any trust or power conferred on the Pass Through Trustee hereunderunder such Pass Through Trust; provided, provided that (i) such direction shall is not otherwise than in accordance with law and the provisions of such Pass Through Trust and the Pass Through Trustee has received, to the extent provided in Sections 7.07 and 8.03 and Article IX hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be in conflict with incurred by the Pass Through Trustee; and provided further that the Pass Through Trustee has the right to decline to follow any rule of law or with this Agreement, (ii) such direction shall not involve any if the Pass Through Trustee, being advised by counsel, determines that the action for which the Trustee reasonably believes it or proceeding so directed may not obtain compensation lawfully be taken or reimbursement for hereunder or, if the Pass Through Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Pass Through Trustee determines that the action or proceedings so directed would involve the Pass Through Trustee in personal liability or if the Pass Through Trustee in good faith so determines that the actions or forebearances specified in or pursuant to such compensation or reimbursement is not available, such direction would be unduly prejudicial to the interests of the Certificateholders have not offered the Trustee reasonable indemnity for the cost of such actionsSeries not joining in the giving of said direction, and (iii) it being understood that the Pass Through Trustee may shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Certificateholders. Nothing in this Pass Through Agreement or any Series Supplement shall impair the right of the Pass Through Trustee in its discretion to take any other action deemed proper by the Pass Through Trustee with respect to the related Pass Through Trust and which is not inconsistent with such direction. (b) Prior to the occurrence of an Event of Master Servicer Default hereunder and after the curing or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so direction by the Required Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee Certificateholders of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default shall have occurred and be continuing, and otherwise by the Certificateholders requesting the investigationrelated Series.

Control by Certificateholders. The Holders of Certificates evidencing Fractional Undivided Interests aggregating a majority in interest of the Fractional Undivided Interests evidenced by all Certificates at the time Outstanding (adetermined as provided in Section 1.3(c)) Subject to Section 7.06 hereof, the Required Certificateholders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Pass Through Trustee, or exercising any trust or power conferred on upon the Pass Through Trustee, under this Pass Through Trust Agreement, including any right of the Pass Through Trustee hereunder; providedas holder of the Lessor Notes, that provided that: (ia) such direction Direction shall not be in conflict with any rule of law or with this Agreement, Pass Through Trust Agreement and would not involve the Pass Through Trustee in personal liability or expense; (iib) such direction the Pass Through Trustee shall not involve any determine that the action for which the Trustee reasonably believes so directed would expose it may not obtain compensation or reimbursement for hereunder or, if the Trustee determines that such compensation or reimbursement is not available, such Certificateholders have not offered the Trustee reasonable indemnity for the cost of such actions, and to personal liability; (iiic) the Pass Through Trustee may take any other action deemed proper by the Pass Through Trustee which is not inconsistent with such direction.Direction; (bd) Prior such Holders shall have provided to the occurrence of an Event of Master Servicer Default hereunder Pass Through Trustee security or indemnity in manner and after the curing or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within a reasonable time form reasonably satisfactory to the Pass Through Trustee of against the costs, expenses or liabilities likely to which may be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer thereby; and (e) if an Event of Master Servicer Default shall have occurred and be continuing, and otherwise such Direction shall not obligate the Pass Through Trustee to vote more than a corresponding majority of the Lessor Notes held by the Certificateholders requesting Pass Through Trust in favor of directing any action by the investigationapplicable Indenture Trustee with respect to such Event of Default.

Control by Certificateholders. The Holders of a majority of the Outstanding Amount of the Certificates (a) Subject to Section 7.06 hereofor, if less than all Classes are affected, the Required Certificateholders affected Class or Classes) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Certificate Trustee, or exercising any trust or power conferred on the Certificate Trustee hereunderunder this Certificate Indenture, including any right of the Certificate Trustee as holder of the Notes of the corresponding Class or Classes, in each case unless a different percentage is specified herein; providedPROVIDED, that HOWEVER, that: (ia) such direction shall not be in conflict with any rule of law or with this Agreement, Certificate Indenture and would not involve the Certificate Trustee in personal liability or expense; (iib) such direction the Certificate Trustee shall not involve any determine that the action for which so directed would be unjustly prejudicial to the Trustee reasonably believes it may not obtain compensation or reimbursement for hereunder or, if the Trustee determines that such compensation or reimbursement is not available, such Certificateholders have not offered the Trustee reasonable indemnity for the cost Holders of Certificates of such actions, and Class or Classes not taking part in such direction; (iiic) the Certificate Trustee may take any other action deemed proper by the Certificate Trustee which that is not inconsistent with such direction.; and (bd) Prior to the occurrence of an if a Note Event of Master Servicer Default hereunder and after the curing or waiver with respect to such Class of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default Notes shall have occurred and be continuing, and otherwise such direction shall not obligate the Certificate Trustee to vote more than a corresponding majority of the related Notes held by the Certificateholders requesting Certificate Issuer in favor of declaring the investigationunpaid principal amount of the Notes and accrued interest thereon to be due and payable or directing any action by the Note Trustee with respect to such Note Event of Default.