Common use of Directions from the Controlling Party Clause in Contracts

Directions from the Controlling Party. (a) (i) Following the occurrence and during the continuation of an Indenture Default under any Indenture, the Controlling Party shall direct the Subordination Agent, which in turn shall direct the Loan Trustee under such Indenture, in the exercise of remedies available to the holders of the Equipment Notes issued pursuant to such Indenture, including, without limitation, the ability to vote all such Equipment Notes in favor of Accelerating such Equipment Notes in accordance with the provisions of such Indenture; provided that the Controlling Party shall not direct the Subordination Agent to direct the Loan Trustee under any Indenture to sell, transfer, lease, or otherwise dispose of the Aircraft subject to the lien of such Indenture unless the Controlling Party shall have first offered (to the extent it may do so in compliance with the Operative Agreements and applicable law) the Class C Certificateholders the right to purchase all but not less than all of the Equipment Notes under such Indenture for a purchase price equal to the amount of "Secured Obligations" under such Indenture and such offer shall have remained open for 10 Business Days. Subject to the Owner Trustees' and the Owner Participants' rights, if any, set forth in the Indentures with respect to Leased Aircraft to purchase the Equipment Notes and the provisions of the next paragraph, if the Equipment Notes issued pursuant to any Indenture have been Accelerated following an Indenture Default with respect thereto, the Controlling Party may direct the Subordination Agent to sell, assign, contract to sell or otherwise dispose of and deliver all (but not less than all) of such Equipment Notes to any Person at public or private sale, at any location at the option of the Controlling Party, all upon such terms and conditions as it may reasonably deem advisable in accordance with applicable law; provided that the Controlling Party shall not direct the Subordination Agent to sell, assign, contract to sell or otherwise dispose of such Equipment Notes (other than a sale to the Owner Trustee or Owner Participant made in accordance with the applicable Indenture) unless the Controlling Party shall have first offered (to the extent it may do so in compliance with the Operative Agreements and applicable law) the Class C Certificateholders the right to purchase all but not less than all of the Equipment Notes under such Indenture for a purchase price equal to the amount of "Secured Obligations" under such Indenture and such offer shall have remained open for 10 Business Days.

Directions from the Controlling Party. (a) (i) Following the occurrence and during the continuation of an Indenture Event of Default under any Indenture, the Controlling Party shall direct the Subordination Agent, which in turn shall direct the Loan Trustee under such Indenture, in the exercise of remedies available to the holders of the Equipment Notes issued pursuant to such Indenture, including, without limitation, the ability to vote all such Equipment Notes in favor of Accelerating such Equipment Notes in accordance with the provisions of such Indenture; provided that the Controlling Party shall not direct the Subordination Agent to direct the Loan Trustee under any Indenture to sell, transfer, lease, or otherwise dispose of the Aircraft subject to the lien of such Indenture unless the Controlling Party shall have first offered (to the extent it may do so in compliance with the Operative Agreements and applicable law) the Class C Certificateholders the right to purchase all but not less than all of the Equipment Notes under such Indenture for a purchase price equal to the amount of "Secured Obligations" under such Indenture and such offer shall have remained open for 10 Business Days. Subject to the Owner Trustees' and the Owner Participants' rights, if any, set forth in the Indentures with respect to Leased Aircraft to purchase the Equipment Notes and the provisions of the next paragraph, if the Equipment Notes issued pursuant to any Indenture have been Accelerated following an Indenture Event of Default with respect thereto, the Controlling Party may direct the Subordination Agent to sell, assign, contract to sell or otherwise dispose of and deliver all (but not less than all) of such Equipment Notes to any Person at public or private sale, at any location at the option of the Controlling Party, all upon such terms and conditions as it may reasonably deem advisable in accordance with applicable law; provided that . Notwithstanding the foregoing provisions of this Section 4.1, the Controlling Party shall not direct the Subordination Agent to (i) sell, assign, contract to sell or otherwise dispose of such Equipment Notes (other than a sale to the Owner Trustee or Owner Participant made in accordance with the applicable Indenture) or (ii) direct the Loan Trustee under any Indenture to sell, transfer, lease or otherwise dispose of the Aircraft subject to the lien of such Indenture (clauses (i) and (ii), the "Specified Remedies") unless the Controlling Party shall have first offered (to the extent it may do so in compliance with the Operative Agreements and applicable law) the Class C D Certificateholders at any time after the occurrence of an Indenture Event of Default the right to purchase all but not less than all of the Equipment Notes under such Indenture for a purchase price equal to the amount of "Secured Obligations" under such Indenture. Such right to purchase all but not less than all of the Equipment Notes under such Indenture and such offer shall have remained remain open for 10 Business DaysDays after the receipt of the notice by the Class D Trustee from the Controlling Party stating that there has occurred an Indenture Event of Default and notifying the Class D Trustee of the right held by the Class D Certificateholders under this Agreement to purchase all but not less than all of the Equipment Notes issued under such Indenture (the "Notice"). The right to purchase shall be deemed to have been exercised upon the receipt by the Controlling Party of a written irrevocable commitment (the "Commitment Notice") by the Class D Certificateholders to purchase all but not less than all of such Equipment Notes within 10 Business Days after the receipt of the Notice. Such Commitment Notice shall specify a date for such purchase within 15 days of the date of such Commitment Notice. The failure on the part of the Class D Certificateholders to deliver the Commitment Notice within such 10 Business Day period shall constitute a waiver of its right to purchase and the Controlling Party is under no obligation hereunder to give any further notice to the Class D Certificateholders prior to the exercise of its Specified Remedies under the related Indenture.

Directions from the Controlling Party. (a) (i) Following the ------------------------------------- occurrence and during the continuation of an Indenture Default under any Indenture, the Controlling Party shall direct the Subordination Agent, which in turn shall direct the Loan Indenture Trustee (including, in the case of the Leased Equipment Notes or any Confirmation evidencing a Transaction, as a result of the assignment of such right by AFE Trust to the AFE Indenture Trustee) under such Indenture, Indenture in the exercise of remedies available to the holders of the Equipment Notes issued pursuant to such Indenture, including, without limitation, Indenture or available to AFE Trust (and its successors and assigns including the AFE Indenture Trustee) as counterparty to United under any Confirmation evidencing a Transaction. Such remedies shall include the ability to vote all such Equipment Notes in favor of Accelerating declaring all of the unpaid principal amount of such Equipment Notes and accrued interest thereon to be due and payable under, and in accordance with with, the provisions of such Indenture; provided that Indenture as well as the Controlling Party shall not direct the Subordination Agent ability to direct the Loan Indenture Trustee under any the applicable Owned Aircraft Indenture to sell, transfer, lease, or otherwise dispose foreclose upon the Lien of such Indenture to satisfy any Swap Obligations then due and owing under the Confirmation secured by such Owned Aircraft Indenture subject to the lien terms and conditions of such Indenture unless the Controlling Party shall have first offered (to the extent it may do so in compliance with the Operative Agreements and applicable law) the Class C Certificateholders the right to purchase all but not less than all of the Equipment Notes under such Indenture for a purchase price equal to the amount of "Secured Obligations" under such Owned Aircraft Indenture and such offer shall have remained open for 10 Business Daysthe AFE Indenture. Subject to the Owner Trustees' and the Owner Participants' rights, if any, rights set forth in the Indentures with respect to the Leased Aircraft and to the 747 Leased Aircraft to purchase the Leased Equipment Notes and the 747 Leased Equipment Notes, respectively, and the provisions of the next paragraph, if the Equipment Notes issued pursuant to any Indenture have been Accelerated following an Indenture Default with respect theretothereto (and in the case of the Leased Equipment Notes, whether or not the AFE Notes have been accelerated), the Controlling Party may direct the Subordination Agent to sell, assign, contract to sell or otherwise dispose of and deliver all (but not less than all) of such Equipment Notes to any Person at public or private sale, at any location at the option of the Controlling Party, all upon such terms and conditions as it may reasonably deem advisable in accordance with applicable law; provided that the Controlling Party shall not direct the Subordination Agent to sell, assign, contract to sell or otherwise dispose of such Equipment Notes (other than a sale to the Owner Trustee or Owner Participant made in accordance with the applicable Indenture) unless the Controlling Party shall have first offered (to the extent it may do so in compliance with the Operative Agreements and applicable law) the Class C Certificateholders the right to purchase all but not less than all of the Equipment Notes under such Indenture for a purchase price equal to the amount of "Secured Obligations" under such Indenture and such offer shall have remained open for 10 Business Days.

Directions from the Controlling Party. (a) (i) Following the occurrence and during the continuation of an Indenture Event of Default under any Indenture, the Controlling Party shall direct the Subordination Agent, as the holder of the Equipment Notes issued under such Indenture, which in turn shall direct the Loan Trustee under such IndentureIndenture (and the other Security Documents), in the exercise of remedies available to the holders of the such Equipment Notes issued pursuant to under such IndentureIndenture and the other Security Documents (except as set forth in the last sentence of this clause (i)), including, without limitation, the ability to vote all such Equipment Notes held by the Subordination Agent in favor of Accelerating such Equipment Notes in accordance with the provisions of such Indenture; provided that the Controlling Party shall not direct the Subordination Agent to direct the Loan Trustee under any Indenture to sell, transfer, lease, or otherwise dispose of the Aircraft subject to the lien of such Indenture unless the Controlling Party shall have first offered (to the extent it may do so in compliance with the Operative Agreements and applicable law) the Class C Certificateholders the right to purchase all but not less than all of the Equipment Notes under such Indenture for a purchase price equal to the amount of "Secured Obligations" under such Indenture and such offer shall have remained open for 10 Business Days. Subject to the Owner Trustees' and the Owner Participants' rights, if any, set forth in the Indentures with respect to Leased Aircraft to purchase the Equipment Notes and the provisions of the next paragraphSection 4.01(a)(iii), if the Equipment Notes issued pursuant to any Indenture have been Accelerated following an Indenture Event of Default with respect thereto, the Controlling Party may direct the Subordination Agent to sell, assign, contract to sell or otherwise dispose of and deliver all (but not less than all) of such Equipment Notes to any Person at public or private sale, at any location at the option of the Controlling Party, all upon such terms and conditions as it the Controlling Party may reasonably deem advisable and in accordance with applicable law; provided that . Following the occurrence and during the continuation of an Indenture Event of Default, the Controlling Party shall not direct the Subordination Agent Agent, in its capacity as secured party under the Pledge Agreements and the Call Option Agreements, in the exercise of the rights and remedies available to it thereunder, including the right to manage, terminate or replace any service provider arrangements, or to sell, assign, contract to sell or otherwise dispose of such Equipment Notes and deliver all (other than a sale to the Owner Trustee or Owner Participant made in accordance with the applicable Indenture) unless the Controlling Party shall have first offered (to the extent it may do so in compliance with the Operative Agreements and applicable law) the Class C Certificateholders the right to purchase all but not less than all all) of the Equipment Notes under such Indenture for Collateral thereunder to any Person at a purchase price equal public or private sale, to the amount extent permitted by applicable law, at any location at the option of "Secured Obligations" under the Controlling Party, all upon such Indenture terms and such offer shall have remained open for 10 Business Daysconditions as it may reasonably deem advisable in accordance with applicable law.