Common use of Controlling Party Clause in Contracts

Controlling Party. (a) Subject to Section 8.01(b), the Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder by a Majority in Interest of Noteholders of such Equipment Notes (provided that for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunder, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the The Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding such principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of NoteholdersNotes), and (ii) after the occurrence and during the continuance of an Indenture Event Default thereunder (which, in the case of Default thereunderan Indenture pertaining to a Leased Aircraft, has not been cured by the applicable Owner Trustee or the applicable Owner Participant, if applicable, pursuant to Section 4.03 of such Indenture), in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder by a Majority in Interest of Noteholders of such Equipment Notes (provided that provided, that, for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunder, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the The Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Event of Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in of Trusts for which the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as related Trust Property of such Trust) constitutingProperties include, in the aggregate, directions with respect to an such a majority of outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of NoteholdersNotes), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Subordination Agent as directed by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b)The Trustees, the Trustees and the Liquidity Providers and the Policy Provider hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding such principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority Notes) except as provided in Interest of Noteholders)Section 9.1(b) hereof, and (ii) after the occurrence and during the continuance of an Indenture Event Default thereunder (which, in the case of Default thereunderan Indenture pertaining to a Leased Aircraft, has not been cured by the applicable Owner Trustee or the applicable Owner Participant, if applicable, pursuant to Section 4.03 of such Indenture), in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b)The Trustees, the Trustees and the Liquidity Providers and the Policy Provider hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under with respect to such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (representing holders of Certificates representing an undivided interest in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority Notes) except as provided in Interest of Noteholders)Section 9.1(b) hereof, and (ii) after the occurrence and during the continuance of an Indenture Event Default thereunder (which, in the case of Default thereunderan Indenture pertaining to a Leased Aircraft, has not been cured by the applicable Owner Trustee or the applicable Owner Participant, if applicable, pursuant to Section 4.03 of such Indenture), in taking, or refraining from taking, any action under such Indenture or with respect to such Indenture or such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the The Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Indenture Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under with respect to such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (representing holders of Certificates representing an undivided interest in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of NoteholdersNotes), and (ii) after the occurrence and during the continuance of an Indenture Event Default thereunder (which has not been cured by the applicable Owner Trustee or the applicable Owner Participant pursuant to Section 4.3 of Default thereundersuch Indenture), in taking, or refraining from taking, any action under such Indenture or with respect to such Indenture or such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft or Spare Engine securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the The Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Event of Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding such principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of NoteholdersNotes), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunderthereunder (which, in the case of an Indenture pertaining to a Leased Aircraft, has not been cured by the applicable Owner Trustee or the applicable Owner Participant, if applicable, pursuant to Section 4.03 of such Indenture), in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the The Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an at least a majority of outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of NoteholdersNotes), and (ii) after the occurrence and during the continuance of an Indenture Event Default thereunder (which, in the case of Default thereunderan Indenture pertaining to a Leased Aircraft, has not been cured by the applicable Owner Trustee or the applicable Owner Participant, if applicable, pursuant to Section 4.03 of such Indenture), in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the The Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under with respect to such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (representing holders of Certificates representing an undivided interest in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of NoteholdersNotes), and (ii) after the occurrence and during the continuance of an Indenture Event Default thereunder (which, in the case of Default thereunderan Indenture pertaining to a Leased Aircraft, has not been cured by the applicable Owner Trustee or the applicable Owner Participant, if applicable, pursuant to Section 4.03 of such Indenture), in taking, or refraining from taking, any action under such Indenture or with respect to such Indenture or such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder by a Majority in Interest of Noteholders of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunder, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.. Intercreditor Agreement (2020-1)

Controlling Party. (a) Subject to Section 8.01(b), the Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder by a Majority in Interest of 31 Amended and Restated Intercreditor Agreement (2013-2) AA Aircraft EETC Noteholders of such Equipment Notes (provided that provided, that, for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunder, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b)The Trustees, the Trustees and the Liquidity Providers and the Policy Provider hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Event of Default has occurred and is continuing thereunder, by a Majority in Interest of Noteholders of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in of Trusts for which the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as related Trust Property of such Trust) constitutingProperties include, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders, except that so long as the Final Distributions on the Class G Certificates have not been made or any Policy Provider Obligations remain outstanding and no Policy Provider Default shall have occurred and be continuing, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Policy Provider rather than the Class G Trustee with respect to the Series G Equipment Notes), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Subordination Agent as directed by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder by a Majority in Interest of Noteholders of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunder, including exercising remedies thereunder (including Accelerating the Equipment Notes issued Intercreditor Agreement (2009-1) (2009-1 EETC) 25 thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the The Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under with respect to such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that PROVIDED that, for so long as the Subordination Agent is the registered holder of such the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in of Trusts for which the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as related Trust Property of such Trust) constitutingProperties include, in the aggregate, directions with respect to an such a majority of outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of NoteholdersNotes), and (ii) after the occurrence and during the continuance of an Indenture Event Default thereunder (which, in the case of Default thereunderan Indenture pertaining to a Leased Aircraft, has not been cured by the applicable Owner Trustee or the applicable Owner Participant, if applicable, pursuant to Section 4.03 of such Indenture), in taking, or refraining from taking, any action under such Indenture or with respect to such Indenture or such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section ‎Section 8.01(b), the Trustees Trustee and the each Liquidity Providers Provider hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder by a Majority in Interest of Noteholders of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i‎(i) in accordance with the directions of the Trustees Trustee (in the case of each such the Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such the Trust) constituting, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees the Trustee directly, would make such Trustees the Trustee a Majority in Interest of Noteholders), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunder, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the The Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Event of Default has occurred and is continuing thereunder, by a Majority in Interest of Noteholders of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in of Trusts for which the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as related Trust Property of such Trust) constitutingProperties include, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Subordination Agent as directed by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b)The Trustees, the Trustees and the Liquidity Providers and the Policy Provider hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under with respect to such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in of Trusts for which the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as related Trust Property of such Trust) constitutingProperties include, in the aggregate, directions with respect to an such a majority of outstanding principal amount of such Equipment Notes, except so long as the Final Distributions on the Class G-1 and Class G-2 Certificates have not been made or any Policy Provider Obligations remain outstanding and no Policy Provider Default shall have occurred and be continuing, the Subordination Agent shall request directions from the Policy Provider rather than the Class G-1 Trustee with respect to the Series G-1 Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholdersor the Class G-2 Trustee with respect to the Series G-2 Equipment Notes), and (ii) after the occurrence and during the continuance of an Indenture Event Default thereunder (which, in the case of Default thereunderan Indenture pertaining to a Leased Aircraft, has not been cured by the applicable Owner Trustee or the applicable Owner Participant, if applicable, pursuant to Section 4.03 of such Indenture), in taking, or refraining from taking, any action under such Indenture or with respect to such Indenture or such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Subordination Agent as directed by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the The Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under with respect to such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that PROVIDED that, for so long as the Subordination Agent is the registered holder of such the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (representing holders of Certificates representing an undivided interest in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of NoteholdersNotes), and (ii) after the occurrence and during the continuance of an Indenture Event Default thereunder (which has not been cured by the applicable Owner Trustee or the applicable Owner Participant pursuant to Section 4.3 of Default thereundersuch Indenture), in taking, or refraining from taking, any action under such Indenture or with respect to such Indenture or such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b)The Trustees, the Trustees Policy Provider and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an at least a majority of outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority except as provided in Interest of NoteholdersSection 9.1(b)), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder thereunder, by a Majority in Interest of Noteholders of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunder, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder by a Majority in Interest of Noteholders of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal Intercreditor Agreement (2010-1) (2010-1 EETC) amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunder, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the Trustees The Trustee and the Liquidity Providers Provider hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Default has occurred Table of Contents and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees Trustee (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such the Trust) constituting, in the aggregate, directions with respect to an at least a majority of outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of NoteholdersNotes), and (ii) after the occurrence and during the continuance of an Indenture Event Default thereunder (which has not been cured by the applicable Owner Trustee or the applicable Owner Participant, if applicable, pursuant to Section 4.03 of Default thereundersuch Indenture), in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder by a Majority in Interest of Noteholders of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders), and (ii) after the occurrence and during the continuance of an Indenture Intercreditor Agreement (2020-1) Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunder, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the Trustees The Trustee and the Liquidity Providers Provider hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that PROVIDED that, for so long as the Subordination Agent is the registered holder of such the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees Trustee (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such the Trust) constituting, in the aggregate, directions with respect to an at least a majority of outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of NoteholdersNotes), and (ii) after the occurrence and during the continuance of an Indenture Event Default thereunder (which has not been cured by the applicable Owner Trustee or the applicable Owner Participant, if applicable, pursuant to Section 4.03 of Default thereundersuch Indenture), in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the The Trustees and the Liquidity Providers Provider hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, directed in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder (i) so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an at least a majority of outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority except as provided in Interest of NoteholdersSection 9.1(b)), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party. Notwithstanding the foregoing, in taking any action or giving any direction to the applicable Loan Trustee pursuant to Section 4.08 of any Indenture, the Subordination Agent shall be directed by the Controlling Party, notwithstanding that no Indenture Default under such Indenture shall have occurred and be continuing.

Controlling Party. (a) Subject to Section 8.01(b), the The Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding such principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of NoteholdersNotes), and (ii) after the occurrence and during the continuance of an Indenture Event Default thereunder (which has not been cured by the applicable Owner Trustee or the applicable Owner Participant, if applicable, pursuant to Section 4.03 of Default thereundersuch Indenture), in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder by a Majority in Interest of Noteholders of such Equipment Notes (provided that for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal Amended and Restated Intercreditor Agreement (2016-3) American Airlines Aircraft EETC amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunder, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b)The Trustees, the Trustees and the Liquidity Providers and the Policy Provider hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such the Equipment Notes, the Subordination Agent shall act with respect to this clause (iclause(i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding such principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority Notes) except as provided in Interest of Noteholders)Section 9.1(b) hereof, and (ii) after the occurrence and during the continuance of an Indenture Event Default thereunder (which, in the case of Default thereunderan Indenture pertaining to a Leased Aircraft, has not been cured by the applicable Owner Trustee or the applicable Owner Participant, if applicable, pursuant to Section4.03 of such Indenture), in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such the Indenture or with respect to the Equipment Notes issued thereunder by a Majority in Interest of Noteholders of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal amount of such Intercreditor Agreement (2009-1) AA Aircraft EETC Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunder, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder by a Majority in Interest of Noteholders of such Equipment Notes (provided that for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, American Airlines Aircraft EETC with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunder, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder by a Majority in Interest of Noteholders of such Equipment Notes (provided that provided, that, for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, Intercreditor Agreement (2011-1) AA Aircraft EETC with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunder, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the The Trustees and the Liquidity Providers hereby ----------------- agree that, with respect to any Indenture at any given time, the Loan Indenture Trustee thereunder will shall be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such Equipment the Notes, the Subordination Agent shall act with respect to this clause (i) in ---------- accordance with the directions direction of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) Trust constituting, in the aggregate, directions with respect to an outstanding such principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders), Notes; and (ii) after the occurrence and during the continuance continuation of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action permitted under such Indenture or with respect to such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder thereunder, or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b)The Trustees, the Trustees and the Liquidity Providers and the Policy Provider hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Event of Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such Equipment Notes, subject to the provisions of Section 8.01(b), the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in of Trusts for which the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as related Trust Property of such Trust) constitutingProperties include, in the aggregate, directions with respect to an such a majority of outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of NoteholdersNotes), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunderthereunder (which, in the case of an Indenture pertaining to a Leased Aircraft, has not been cured by the applicable Owner Trustee or Owner Participant, if applicable, pursuant to Section 4.03 of such Indenture), in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Subordination Agent as directed by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Intercreditor Agreement (2010-2) (2010-2 EETC) Indenture or with respect to the Equipment Notes issued thereunder by a Majority in Interest of Noteholders of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunder, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the The Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Indenture Trustee thereunder will shall be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such Equipment the Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions direction of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) Trust constituting, in the aggregate, directions with respect to an outstanding such principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders), Notes; and (ii) after the occurrence and during the continuance continuation of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action permitted under such Indenture or with respect to such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder thereunder, or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder by a Majority in Interest of Noteholders of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal Intercreditor Agreement (2011-1) (2011-1 EETC) 25 amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunder, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b)The Trustees, the Trustees and the Liquidity Providers and the Policy Provider hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under with respect to such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (representing holders of Certificates representing an undivided interest in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders)Notes, and (ii) after the occurrence and during the continuance of an Indenture Event Default thereunder (which, in the case of Default thereunderan Indenture pertaining to a Leased Aircraft, has not been cured by the applicable Owner Trustee or the applicable Owner Participant, if applicable, pursuant to Section 4.03 of such Indenture), in taking, or refraining from taking, any action under such Indenture or with respect to such Indenture or such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the The Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Event of Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in of Trusts for which the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as related Trust Property of such Trust) constitutingProperties include, in the aggregate, directions with respect to an a majority of outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of NoteholdersNotes), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Subordination Agent as directed by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the The Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee Mortgagee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that PROVIDED that, for so long as the Subordination Agent is the registered holder of such the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding such principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of NoteholdersNotes), and (ii) after the occurrence and during the continuance of an Indenture Event Default thereunder (which has not been cured by the applicable Owner Trustee or the applicable Owner Participant pursuant to Section 4.03 of Default thereundersuch Indenture), in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the Trustees The Trustee and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that PROVIDED that, for so long as the Subordination Agent is the registered holder of such the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees Trustee (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such the Trust) constituting, in the aggregate, directions with respect to an at least a majority of outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of NoteholdersNotes), and (ii) after the occurrence and during the continuance of an Indenture Event Default thereunder (which has not been cured by the applicable Owner Trustee or the applicable Owner Participant, if applicable, pursuant to Section 4.03 of Default thereundersuch Indenture), in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, directed in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, by a Majority in Interest of Noteholders of such Equipment Notes (provided that that, for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling PartyParty (except as otherwise provided in Section 2.06(d)).

Controlling Party. (a) Subject to Section 8.01(b), the The Trustees and the Liquidity ----------------- Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed: directed (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under with respect to such Indenture or with respect to the Equipment Notes issued thereunder thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a Majority in Interest majority of Noteholders the outstanding principal amount of such Equipment Notes (provided that that, for so long as the Subordination -------- Agent is the registered holder of such the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (representing holders of Certificates representing an undivided interest in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of NoteholdersNotes), and (ii) after the occurrence and during the continuance of an Indenture Event Default thereunder (which, in the case of Default thereunderan Indenture pertaining to a Leased Aircraft, has not been cured by the applicable Owner Trustee or the applicable Owner Participant, if applicable, pursuant to Section 8.03 of such Indenture), in taking, or refraining from taking, any action under such Indenture or with respect to such Indenture or such Equipment Notes issued thereunderNotes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling Party.

Controlling Party. (a) Subject to Section 8.01(b), the Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture or any other Security Document at any given time, the Loan Trustee thereunder (or the Subordination Agent, in the case of the Pledge Agreements, in its capacity as secured party thereunder, or the Call Option Agreements) will be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under such Indenture (or any other Security Document) or with respect to the Equipment Notes issued thereunder by a Majority in Interest of Noteholders of such Equipment Notes (or in the case of any Pledge Agreement or the Call Option Agreements by a majority of holders under all Equipment Notes then outstanding); provided that for so long as the Subordination Agent is the registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders), and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under such Indenture Indenture, or other Security Document, or with respect to such the Equipment Notes issued thereunderunder any Indenture, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on over the Aircraft securing such Equipment NotesCollateral under any Indenture or other Security Document), by the Controlling Party.