Common use of Action Upon Instructions Clause in Contracts

Action Upon Instructions. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.01, 5.03, 5.10, 9.01 and 10.05 hereof, upon the written instructions at any time and from time to time of a Majority in Interest of Note Holders, the Indenture Trustee shall take such of the following actions as may be specified in such instructions: (i) exercise such election or option, or make such decision or determination, or give such notice, consent, waiver or approval or exercise such right, remedy or power to take such other action hereunder or under any other Indenture Document or in respect of any part or all of the Trust Indenture Estate as shall be specified in such instructions; (ii) take such action with respect to, or to preserve or protect, the Trust Indenture Estate (including the discharge of Liens) as shall be specified in such instructions and as are consistent with this Indenture; and (iii) take such other action in respect of the subject matter of this Indenture as is consistent with the terms hereof and of the other Indenture Documents. The Indenture Trustee will execute and the Owner Trustee will file or cause to be filed such continuation statements with respect to financing statements relating to the security interest created hereunder in the Trust Indenture Estate as may be specified from time to time in written instructions of a Majority in Interest of Note Holders (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the execution form of such continuation statement so to be filed); provided that, notwithstanding the foregoing, the Indenture Trustee may, but shall not be obligated to, execute and file or cause to be filed any financing statement which it from time to time deems appropriate or any continuation statement that the Lessee, in discharge of its obligations under Section 3(v) of the Refunding Agreement or any other Operative Document, may so request. Notwithstanding the foregoing or anything in this Indenture to the contrary, the Indenture Trustee may, on the advice of its counsel and without the consent or approval of any Note Holder, approve any counsel asked to opine on any matters under Section 11(b)(ii) of the Refunding Agreement, Section 6(a)(iii) of the Lease or under this Indenture and approve any opinion issued by such counsel. None of the Owner Participant, the Owner Trustee or the Lessee have any liability for the failure of the Indenture Trustee to discharge its obligations hereunder.

Action Upon Instructions. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.01, 5.03, 5.10, 9.01 and 10.05 hereof, upon the written instructions at any time and from time to time of a Majority in Interest of Note Holders, the Indenture Trustee shall take such of the following actions as may be specified in such instructions: (i) exercise such election or option, or make such decision or determination, Trust Indenture 68 - 63 - or give such notice, consent, waiver or approval or exercise such right, remedy or power to take such other action hereunder or under any other Indenture Document or in respect of any part or all of the Trust Indenture Estate as shall be specified in such instructions; (ii) take such action with respect to, or to preserve or protect, the Trust Indenture Estate (including the discharge of Liens) as shall be specified in such instructions and as are consistent with this Indenture; and (iii) take such other action in respect of the subject matter of this Indenture as is consistent with the terms hereof and of the other Indenture Documents. The Indenture Trustee will execute and the Owner Trustee will file or cause to be filed such continuation statements with respect to financing statements relating to the security interest created hereunder in the Trust Indenture Estate as may be specified from time to time in written instructions of a Majority in Interest of Note Holders (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the execution form of such continuation statement so to be filed); provided that, notwithstanding the foregoing, the Indenture Trustee may, but shall not be obligated to, execute and file or cause to be filed any financing statement which it from time to time deems appropriate or any continuation statement that the Lessee, in discharge of its obligations under Section 3(v) of the Refunding Agreement or any other Operative Document, may so request. Notwithstanding the foregoing or anything in this Indenture to the contrary, the Indenture Trustee may, on the advice of its counsel and without the consent or approval of any Note Holder, approve any counsel asked to opine on any matters under Section 11(b)(ii) of the Refunding Agreement, Section 6(a)(iii) of the Lease or under this Indenture and approve any opinion issued by such counsel. None of the Owner Participant, the Owner Trustee or the Lessee have any liability for the failure of the Indenture Trustee to discharge its obligations hereunder.

Action Upon Instructions. (a) Subject to the terms of ------------------------ Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.01, 5.03, 5.10, 9.01 5.03 and 10.05 hereof5.09, upon the written instructions at any time and from time to time of a Majority in Interest of Note Certificate Holders, the Indenture Trustee shall take such of the following actions as may be specified in such instructions: (i) exercise such election or option, or make such decision or determination, or give such notice, consent, waiver or approval or exercise such right, remedy or power to or take such other action hereunder or hereunder, under any other Indenture Document Operative Agreement or under the Collateral or in respect of any part or all of the Trust Indenture Estate as shall be specified in such instructions; (ii) take such action with respect to, or to preserve or protect, the Trust Indenture Estate (including the discharge of Liens) Liens and the Collateral as shall be specified in such instructions and as are consistent with this Indenture) or the Collateral; and (iii) take such other action in respect of the subject matter of this Indenture as is consistent with the terms hereof and of the other Indenture DocumentsOperative Agreements. The Indenture Trustee will execute and the Owner Trustee will file or cause to be filed such continuation statements with respect to financing statements relating to the security interest created hereunder in the Trust Indenture Estate as may be specified from time to time in written instructions of a Majority in Interest of Note Certificate Holders (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the execution form of such continuation statement so to be filed); provided that, notwithstanding the foregoing, the Indenture Trustee may, but shall not be obligated to, execute and file or cause to be filed any financing statement which it from time to time deems appropriate or any continuation statement that the Lessee, in discharge of its obligations under Section 3(v) of the Refunding Agreement or any other Operative Document, may so request. Notwithstanding the foregoing or anything in this Indenture to the contrary, the Indenture Trustee may, on the advice of its counsel and without the consent or approval of any Note Holder, approve any counsel asked to opine on any matters under Section 11(b)(ii) of the Refunding Agreement, Section 6(a)(iii) of the Lease or under this Indenture and approve any opinion issued by such counsel. None of the Owner Participant, the Owner Trustee or the Lessee have any liability for the failure of the Indenture Trustee to discharge its obligations hereunder.

Action Upon Instructions. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.01, 5.03, 5.10, 9.01 and 10.05 hereof, upon the written instructions at any time and from time to time of a Majority in Interest of Note Holders, the Indenture Trustee shall take such of the following actions as may be specified in such instructions: (i) exercise such election or option, or make such decision or determination, or give such notice, consent, waiver or approval or exercise such right, remedy or power to take such other action hereunder or under any other Indenture Document or in respect of any part or all of the Trust Indenture Estate as shall be specified in such instructions; (ii) take such action with respect to, or to preserve or protect, the Trust Indenture Estate (including the discharge of Liens) as shall be specified in such instructions and as are consistent with this Indenture; and (iii) take such other action in respect of the subject matter of this Indenture as is consistent with the terms hereof and of the other Indenture Documents. The Indenture Trustee will execute and the Owner Trustee will file or cause to be filed such continuation statements with respect to financing statements relating to the security interest created hereunder in the Trust Indenture Estate as may be specified from time to time in written instructions of a Majority in Interest of Note Holders (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the execution form of such continuation statement so to be filed); provided that, notwithstanding the foregoing, the Indenture Trustee may, but shall not be obligated to, execute and file or cause to be filed any financing statement which it from time to time deems appropriate or any continuation statement that the Lessee, in discharge of its obligations under Section 3(v) of the Refunding Agreement or any other Operative Document, may so request. Notwithstanding the foregoing or anything in this Indenture to the contrary, the Indenture Trustee may, on the advice of its counsel and without the consent or approval of any Note Holder, approve any counsel asked to opine on any matters under Section 11(b)(ii) of the Refunding Agreement, Section 6(a)(iii) of the Lease or under this Indenture and approve any opinion issued by such counsel; provided, however, that this provision will not interfere with the Owner Participant's right to consent to such counsel. None of the Owner Participant, the Owner Trustee or the Lessee have any liability for the failure of the Indenture Trustee to discharge its obligations hereunder.

Action Upon Instructions. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.01, 5.03, 5.10, 9.01 and 10.05 hereof, upon the written instructions at any time and from time to time of a Majority in Interest of Note Holders, the Indenture Trustee shall take such of the following actions as may be specified in such instructions: (i) exercise such election or option, or make such decision or determination, or give such notice, consent, waiver or approval or exercise such right, remedy or power to take such other action hereunder or under any other Indenture Document or in respect of any part or all of the Trust Indenture Estate as shall be specified in such instructions; (ii) take such action with respect to, or to preserve or protect, the Trust Indenture Estate (including the discharge of Liens) as shall be specified in such instructions and as are consistent with this Indenture; and (iii) take such other action in respect of the subject matter of this Indenture as is consistent with the terms hereof and of the other Indenture Documents. The Indenture Trustee will execute and the Owner Trustee will file or cause to be filed such continuation statements with respect to financing statements relating to the security interest created hereunder in the Trust Indenture Estate as may be specified from time to time in written instructions of a Majority in Interest of Note Holders (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the execution form of such continuation statement so to be filed); provided that, notwithstanding the foregoing, the Indenture Trustee may, but shall not be obligated to, execute and file or cause to be filed any financing statement which it from time to time deems appropriate or any continuation statement that the Lessee, in discharge of its obligations under Section 3(v) of the Refunding Agreement or any other Operative Document, may so request. Notwithstanding the foregoing or anything in this Indenture to the contrary, the Indenture Trustee may, on the advice of its counsel and without the consent or approval of any Note Holder, approve any counsel asked to opine on any matters under Section 11(b)(ii) of the Refunding Trust Indenture Agreement, Section 6(a)(iii) of the Lease or under this Indenture and approve any opinion issued by such counsel. None of the Owner Participant, the Owner Trustee or the Lessee have any liability for the failure of the Indenture Trustee to discharge its obligations hereunder.

Action Upon Instructions. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.01, 5.03, 5.10, 9.01 ------------------------ 5.1 and 10.05 hereof5.3, upon the written instructions at any time and from time to time of a Majority in Interest of Note HoldersInterest, the Indenture Trustee shall take such of the following actions as may be specified in such instructions: instructions (subject to the rights of the other parties thereto, except to the extent assigned hereunder): (i) exercise such election or optionsubject to and solely to the extent permitted by the terms hereof and of the Lease, or make such decision or determination, or give such notice, direction or consent, waiver or approval or exercise such right, remedy or power to take such other action hereunder or under any other Indenture Document the Lease or in respect of any part or all of the Trust Indenture Estate or take such other action as shall be specified in such instructions; and (ii) take after an Indenture Event of Default shall have occurred and so long as such action with respect to, or to preserve or protect, the Trust Indenture Estate (including the discharge Event of Liens) as Default shall be specified in such instructions and continuing, subject to Section 5.11, approve as are consistent with this Indenture; and (iii) take such other action in respect satisfactory to it all matters required by the terms of the subject matter of this Indenture as is consistent with the terms hereof and of the other Indenture Documents. The Indenture Trustee will execute and Lease to be satisfactory to the Owner Trustee will file or cause to be filed such continuation statements with respect to financing statements relating to Trustee, it being understood that without the security interest created hereunder in the Trust Indenture Estate as may be specified from time to time in written instructions of a Majority in Interest of Note Holders (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the execution form of such continuation statement so to be filed); provided that, notwithstanding the foregoing, the Indenture Trustee may, but shall not be obligated to, execute take any action described in clauses (i) and file (ii) above. Upon the expiration or cause to be filed any financing statement which it from time to time deems appropriate or any continuation statement that the Lessee, in discharge of its obligations under Section 3(v) earlier termination of the Refunding Agreement or Lease Term with respect to any other Operative DocumentUnit under the Lease, may or, if and so request. Notwithstanding long as no Indenture Event of Default shall have occurred and be continuing, upon the foregoing or anything in this Indenture transfer by the Owner Trustee to the contrary, the Indenture Trustee may, on the advice of Lessee or its counsel and without the consent or approval designee of any Note Holder, approve any counsel asked Unit pursuant to opine on any matters under Section 11(b)(ii) of the Refunding Agreement, Section 6(a)(iii) 10 or 11 of the Lease or under this the retention by the Owner Trustee of any Unit pursuant to Section 10.3 of the Lease, then the Indenture and approve any opinion issued by Trustee shall in either such counsel. None case, upon the written request of the Owner ParticipantTrustee, and receipt by the Indenture Trustee of funds necessary to prepay the Equipment Notes required to be prepaid in connection with such purchase, termination, retention or Event of Loss, execute and deliver to, or as directed in writing by, the Owner Trustee an appropriate instrument (in due form for recording) furnished by the Owner Trustee or the Lessee have any liability for releasing the failure affected Unit or Units from the Lien of the Indenture Trustee to discharge its obligations hereunderthis Indenture.

Action Upon Instructions. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.01, 5.03, 5.10, 9.01 and 10.05 hereof, upon the written instructions at any time and from time to time of a Majority in Interest of Note Holders, the Indenture Trustee shall take such of the following actions as may be specified in such instructions: (i) exercise such election or option, or make such decision or determination, or give such notice, consent, waiver or approval or exercise such right, remedy or power to take such other action hereunder or under any other Indenture Document or in respect of any part or all of the Trust Indenture Estate as shall be specified in such instructions; (ii) take such action with respect to, or to preserve or protect, the Trust Indenture Estate (including the discharge of Liens) as shall be specified in such instructions and as are consistent with this Indenture; and (iii) take such other action in respect of the subject matter of this Indenture as is consistent with the terms hereof and of the other Indenture Documents. The Indenture Trustee will execute and the Owner Trustee will file or cause to be filed such continuation statements with respect to financing statements relating to the security interest created hereunder in the Trust Indenture Estate as may be specified from time to time in written instructions of a Majority in Interest of Note Holders (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the execution form of such continuation statement so to be filed); provided that, notwithstanding the foregoing, the Indenture Trustee may, but shall not be obligated to, execute and file or cause to be filed any financing statement which it from time to time deems appropriate or any continuation statement that the Lessee, in discharge of its obligations under Section 3(v) of the Refunding Agreement or any other Operative Document, may so request. Notwithstanding the foregoing or anything in this Indenture to the contrary, the Indenture Trustee Trust Indenture may, on the advice of its counsel and without the consent or approval of any Note Holder, approve any counsel asked to opine on any matters under Section 11(b)(ii) of the Refunding Agreement, Section 6(a)(iii) of the Lease or under this Indenture and approve any opinion issued by such counsel. None of the Owner Participant, the Owner Trustee or the Lessee have any liability for the failure of the Indenture Trustee to discharge its obligations hereunder.

Action Upon Instructions. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.01, 5.03, 5.10, 9.01 6.01 and 10.05 hereof6.03, upon the written instructions at any time and from time to time of a Majority in Interest of Note HoldersInterest, the Indenture Trustee shall take such of the following actions as may be specified in such instructions: instructions (subject to the rights of the other parties thereto, except to the extent assigned hereunder): (i) exercise such election or optionsubject to and solely to the extent permitted by the terms hereof and of the Lease, or make such decision or determination, or give such notice, direction or consent, waiver or approval or exercise such right, remedy or power to take such other action hereunder or under any other Indenture Document the Lease or in respect of any part or all of the Trust Indenture Estate or take such other action as shall be specified in such instructions; and (ii) take after an Indenture Event of Default shall have occurred and so long as such action with respect to, or to preserve or protect, the Trust Indenture Estate (including the discharge Event of Liens) as Default shall be specified in such instructions and continuing, approve as are consistent with this Indenture; and (iii) take such other action in respect satisfactory to it all matters required by the terms of the subject matter of this Indenture as is consistent with the terms hereof and of the other Indenture Documents. The Indenture Trustee will execute and Lease to be satisfactory to the Owner Trustee will file or cause to be filed such continuation statements with respect to financing statements relating to Trustee, it being understood that without the security interest created hereunder in the Trust Indenture Estate as may be specified from time to time in written instructions of a Majority in Interest of Note Holders (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the execution form of such continuation statement so to be filed); provided that, notwithstanding the foregoing, the Indenture Trustee may, but shall not be obligated to, execute take any action described in clauses (i) and file (ii) above. Upon the expiration or cause to be filed any financing statement which it from time to time deems appropriate or any continuation statement that the Lessee, in discharge of its obligations under Section 3(v) earlier termination of the Refunding Agreement or Lease Term with respect to any other Operative DocumentUnit under the Lease and after payment of the portion of the principal of, may so request. Notwithstanding the foregoing or anything in this Indenture to the contrarytogether with interest and Make-Whole Amount, the Indenture Trustee mayif any, on the advice Equipment Notes in accordance with the terms of this Indenture, or, if and so long as no Indenture Event of Default shall have occurred and be continuing, upon the transfer by the Owner Trustee to the Lessee or its counsel and without the consent or approval designee of any Note Holder, approve any counsel asked Unit pursuant to opine on any matters under Section 11(b)(ii) of the Refunding Agreement, Section 6(a)(iii) 10 or 11 of the Lease or under this the retention by the Owner Trustee of any Unit pursuant to Section 10. 3 of the Lease, then the Indenture and approve any opinion issued by Trustee shall in either such counsel. None case, upon the written request of the Owner ParticipantTrustee, and receipt by the Indenture Trustee of funds necessary to prepay the Equipment Notes required to be prepaid in connection with such purchase, termination, retention or Event of Loss, execute and deliver to, or as directed in writing by, the Owner Trustee an appropriate instrument (in due form for recording) furnished by the Owner Trustee or the Lessee have any liability for releasing such property from the failure Lien of the Indenture Trustee to discharge its obligations hereunderthis Indenture.

Action Upon Instructions. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.01, 5.01 and 5.03, 5.10, 9.01 and 10.05 hereof, upon the written instructions at any time and from time to time of a Majority in Interest of Note HoldersInterest, the Indenture Trustee shall take such of the following actions as may be specified in such instructions: instructions (subject to the rights of the other parties thereto, except to the extent assigned hereunder): (i) exercise such election or optionsubject to and solely to the extent permitted by the terms hereof and of the Lease, or make such decision or determination, or give such notice, direction or consent, waiver or approval or exercise such right, remedy or power to take such other action hereunder or under any other Indenture Document the Lease or in respect of any part or all of the Trust Indenture Estate or take such other action as shall be specified in such instructions; and (ii) take after an Indenture Event of Default shall have occurred and so long as such action with respect to, or to preserve or protect, the Trust Indenture Estate (including the discharge Event of Liens) as Default shall be specified in such instructions and continuing, approve as are consistent with this Indenture; and (iii) take such other action in respect satisfactory to it all matters required by the terms of the subject matter of this Indenture as is consistent with the terms hereof and of the other Indenture Documents. The Indenture Trustee will execute and Lease to be satisfactory to the Owner Trustee will file or cause to be filed such continuation statements with respect to financing statements relating to Trustee, it being understood that without the security interest created hereunder in the Trust Indenture Estate as may be specified from time to time in written instructions of a Majority in Interest of Note Holders (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the execution form of such continuation statement so to be filed); provided that, notwithstanding the foregoing, the Indenture Trustee may, but shall not be obligated to, execute take any action described in clauses (i) and file (ii) above. Upon the expiration or cause to be filed any financing statement which it from time to time deems appropriate or any continuation statement that the Lessee, in discharge of its obligations under Section 3(v) earlier termination of the Refunding Agreement or Lease Term with respect to any other Operative DocumentUnit under the Lease and after payment of the portion of the principal of, may so request. Notwithstanding the foregoing or anything in this Indenture to the contrarytogether with interest and premium, the Indenture Trustee mayif any, on the advice Equipment Notes in accordance with the terms of this Indenture, or, if and so long as no Indenture Event of Default shall have occurred and be continuing, upon the transfer by the Owner Trustee to the Lessee or its counsel and without the consent or approval designee of any Note Holder, approve any counsel asked Unit pursuant to opine on any matters under Section 11(b)(ii) of the Refunding Agreement, Section 6(a)(iii) 10 or 11 of the Lease or under this the retention by the Owner Trustee of any Unit pursuant to Section 10.3 of the Lease, then the Indenture and approve any opinion issued by Trustee shall in either such counsel. None case, upon the written request of the Owner ParticipantTrustee, and receipt by the Indenture Trustee of funds necessary to prepay the Equipment Notes required to be prepaid in connection with such purchase, termination, retention or Event of Loss, execute and deliver to, or as directed in writing by, the Owner Trustee an appropriate instrument (in due form for recording) furnished by the Owner Trustee or the Lessee have any liability for releasing such property from the failure Lien of the Indenture Trustee to discharge its obligations hereunderthis Indenture.

Action Upon Instructions. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.01, 5.03, 5.10, 9.01 and 10.05 hereof, upon the written instructions at any time and from time to time of a Majority in Interest of Note Holders, the Indenture Trustee shall take such of the following actions as may be specified in such instructions: (i) exercise such election or option, or make such decision or determination, or give such notice, consent, waiver or approval or exercise such right, remedy or power to take such other action hereunder or under any other Indenture Document or in respect of any part or all of the Trust Indenture Estate as shall be specified in such instructions; (ii) take such action with respect to, or to preserve or protect, the Trust Indenture Estate (including the discharge of Liens) as shall be specified in such instructions and as are consistent with this Indenture; and (iii) take such other action in respect of the subject matter of this Indenture as is consistent with the terms hereof and of the other Indenture Documents. The Indenture Trustee will execute and the Owner Trustee will file or cause to be filed such continuation statements with respect to financing statements relating to the security interest created hereunder in the Trust Indenture Estate as may be specified from time to time in written instructions of a Majority in Interest of Note Holders (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the execution form of such continuation statement so to be filed); provided that, notwithstanding the foregoing, the Indenture Trustee may, but shall not be obligated to, execute and file or cause to be filed any financing statement which it from time to time deems appropriate or any continuation statement that the Lessee, in discharge of its obligations under Section 3(v) of the Refunding Agreement or any other Operative Document, may so request. Notwithstanding the foregoing or anything in this Indenture to the contrary, the Indenture Trustee may, on the advice of its counsel and without the consent or approval of any Note Holder, approve any counsel asked to opine on any matters under Section 11(b)(ii) of the Refunding Agreement, Section 6(a)(iii) of the Lease or under this Indenture and approve any opinion issued by such counsel. None of the Owner Participant, the Owner Trustee or the Lessee have any liability for the failure of the Indenture Trustee to discharge its obligations hereunder.Operative

Action Upon Instructions. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.01, 5.03, 5.10, 9.01 and 10.05 hereof, upon the written instructions at any time and from time to time of a Majority in Interest of Note Holders, the Indenture Trustee shall take such of the following actions as may be specified in such instructions: (i) exercise such election or option, or make such decision or determination, Trust Indenture or give such notice, consent, waiver or approval or exercise such right, remedy or power to take such other action hereunder or under any other Indenture Document or in respect of any part or all of the Trust Indenture Estate as shall be specified in such instructions; (ii) take such action with respect to, or to preserve or protect, the Trust Indenture Estate (including the discharge of Liens) as shall be specified in such instructions and as are consistent with this Indenture; and (iii) take such other action in respect of the subject matter of this Indenture as is consistent with the terms hereof and of the other Indenture Documents. The Indenture Trustee will execute and the Owner Trustee will file or cause to be filed such continuation statements with respect to financing statements relating to the security interest created hereunder in the Trust Indenture Estate as may be specified from time to time in written instructions of a Majority in Interest of Note Holders (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the execution form of such continuation statement so to be filed); provided that, notwithstanding the foregoing, the Indenture Trustee may, but shall not be obligated to, execute and file or cause to be filed any financing statement which it from time to time deems appropriate or any continuation statement that the Lessee, in discharge of its obligations under Section 3(v) of the Refunding Agreement or any other Operative Document, may so request. Notwithstanding the foregoing or anything in this Indenture to the contrary, the Indenture Trustee may, on the advice of its counsel and without the consent or approval of any Note Holder, approve any counsel asked to opine on any matters under Section 11(b)(ii) of the Refunding Agreement, Section 6(a)(iii) of the Lease or under this Indenture and approve any opinion issued by such counsel; provided, however, that this provision will not interfere with the Owner Participant's right to consent to such counsel. None of the Owner Participant, the Owner Trustee or the Lessee have any liability for the failure of the Indenture Trustee to discharge its obligations hereunder.

Action Upon Instructions. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.01, Section 5.01 and Section 5.03, 5.10, 9.01 5.04 and 10.05 Section 10.01 hereof, upon the written instructions at any time and from time to time of a Majority in Interest of Note Holdersthe Owner Participant, the Indenture Owner Trustee shall will take or refrain from taking such of the following actions actions, not contrary to the provisions of the Operative Documents, as may be specified in such instructions: (i) exercise such election or option, or make such decision or determination, or give such notice, consent, waiver notice or approval direction or exercise such right, remedy or power to take such other action hereunder or under any other Indenture Document of the Operative Documents to which the Trust is a party or in respect of all or any part or all of the Trust Indenture Estate Estate, or take such other action, as shall be specified in such instructions; (ii) take such action with respect to, or to preserve or protect, protect the Trust Indenture Estate (including the discharge of Liens) as shall may be specified in such instructions and as are consistent with this Indentureinstructions; and (iii) take such other action in respect approve as satisfactory to the Trust all matters required by the terms of the subject matter of this Indenture as is consistent with the terms hereof and of Facility Lease or the other Indenture Documents. The Indenture Trustee will execute and the Owner Trustee will file or cause Operative Documents to be filed such continuation statements with respect to financing statements relating satisfactory to the security interest created hereunder in the Trust Indenture Estate as may be specified from time to time in Trust, it being understood that, without written instructions of a Majority in Interest of Note Holders (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the execution form of such continuation statement so to be filed); provided that, notwithstanding the foregoing, the Indenture Trustee may, but shall not be obligated to, execute and file or cause to be filed any financing statement which it from time to time deems appropriate or any continuation statement that the Lessee, in discharge of its obligations under Section 3(v) of the Refunding Agreement or any other Operative Document, may so request. Notwithstanding the foregoing or anything in this Indenture to the contrary, the Indenture Trustee may, on the advice of its counsel and without the consent or approval of any Note Holder, approve any counsel asked to opine on any matters under Section 11(b)(ii) of the Refunding Agreement, Section 6(a)(iii) of the Lease or under this Indenture and approve any opinion issued by such counsel. None of the Owner Participant, the Owner Trustee shall not approve any such matter as satisfactory to the Trust; (iv) after the expiration or the Lessee have any liability for the failure earlier termination of the Indenture Facility Lease, convey all of the Trust’s right, title and interest in and to the Undivided Interest for such amount, on such terms and to such purchaser or purchasers as shall be designated in such instructions, or retain, sublease or otherwise dispose of, or from time to time take such other action with respect to, the Undivided Interest on such terms as shall be designated in such instructions; (v) execute and file any document relating to the property interests, the security interests and the assignments created by the Operative Documents; and (vi) terminate the Trust created hereby pursuant to the terms of this Trust Agreement. The Owner Participant represents and warrants that no instructions given by it hereunder shall be contrary to the provisions of the Operative Documents and the Owner Trustee shall be entitled to discharge its obligations hereunderrely upon such instructions without verification of such compliance.

Action Upon Instructions. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.01, 5.03, 5.10, 9.01 and 10.05 hereof, upon the written instructions at any time and from time to time of a Majority in Interest of Note Holders, the Indenture Trustee shall take such of the following actions as may be specified in such instructions: (i) exercise such election or option, or make such decision or determination, or give such notice, consent, waiver or approval or exercise such right, remedy or power to take such other action hereunder or under any other Indenture Document or in respect of any part or all of the Trust Indenture Estate as shall be specified in such instructions; (ii) take such action with respect to, or to preserve or protect, the Trust Indenture Estate (including the discharge of Liens) as shall be specified in such instructions and as are consistent with this Indenture; and (iii) take such other action in respect of the subject matter of this Indenture as is consistent with the terms hereof and of the other Indenture Documents. The Indenture Trustee will execute and the Owner Trustee will file or cause to be filed such continuation statements with respect to financing statements relating to the security interest created hereunder in the Trust Indenture Estate as may be specified from time to time in written instructions of a Majority in Interest of Note Holders (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the execution form of such continuation statement so to be filed); provided that, notwithstanding the foregoing, the Indenture Trustee may, but shall not be obligated to, execute and file or cause to be filed any financing statement which it from time to time deems appropriate or any continuation statement that the Lessee, in discharge of its obligations under Section 3(v) of the Refunding Agreement or any other Operative DocumentDocument (including, without limitation, Section 15 of the Lease), may so request. Notwithstanding the foregoing or anything in this Indenture to the contrary, the Indenture Trustee may, on the advice of its counsel and without the consent or approval of any Note Holder, approve any counsel asked to opine on any matters under Section 11(b)(ii) of the Refunding Agreement, Section 6(a)(iii) of the Lease or under this Indenture and approve any opinion issued by such counsel. None of the Owner Participant, the Owner Trustee or the Lessee have any liability for the failure of the Indenture Trustee to discharge its obligations hereunder.

Action Upon Instructions. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.01, 5.03, 5.10, 9.01 6.01 and 10.05 hereof6.03, upon the written instructions at any time and from time to time of a Majority in Interest of Note HoldersInterest, the Indenture Trustee shall take such of the following actions as may be specified in such instructions: instructions (subject to the rights of the other parties thereto, except to the extent assigned hereunder): (i) exercise such election or optionsubject to and solely to the extent permitted by the terms hereof and of the Lease, or make such decision or determination, or give such notice, direction or consent, waiver or approval or exercise such right, remedy or power to take such other action hereunder or under any other Indenture Document the Lease or in respect of any part or all of the Trust Indenture Estate or take such other action as shall be specified in such instructions; and (ii) take after an Indenture Event of Default shall have occurred and so long as such action with respect to, or to preserve or protect, the Trust Indenture Estate (including the discharge Event of Liens) as Default shall be specified in such instructions and continuing, approve as are consistent with this Indenture; and (iii) take such other action in respect satisfactory to it all matters required by the terms of the subject matter of this Indenture as is consistent with the terms hereof and of the other Indenture Documents. The Indenture Trustee will execute and Lease to be satisfactory to the Owner Trustee will file or cause to be filed such continuation statements with respect to financing statements relating to Trustee, it being understood that without the security interest created hereunder in the Trust Indenture Estate as may be specified from time to time in written instructions of a Majority in Interest of Note Holders (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the execution form of such continuation statement so to be filed); provided that, notwithstanding the foregoing, the Indenture Trustee may, but shall not be obligated to, execute take any action described in clauses (i) and file (ii) above. Upon the expiration or cause to be filed any financing statement which it from time to time deems appropriate or any continuation statement that the Lessee, in discharge of its obligations under Section 3(v) earlier termination of the Refunding Agreement or Lease Term with respect to any other Operative DocumentUnit under the Lease and after payment of the portion of the principal of, may so request. Notwithstanding the foregoing or anything in this Indenture to the contrarytogether with interest and Make-Whole Amount, the Indenture Trustee mayif any, on the advice Equipment Notes in accordance with the terms of this Indenture, or, if and so long as no Indenture Event of Default shall have occurred and be continuing, upon the transfer by the Owner Trustee to the Lessee or its counsel and without the consent or approval designee of any Note Holder, approve any counsel asked Unit pursuant to opine on any matters under Section 11(b)(ii) of the Refunding Agreement, Section 6(a)(iii) 10 or 11 of the Lease or under this the retention by the Owner Trustee of any Unit pursuant to Section 10.3 of the Lease, then the Indenture and approve any opinion issued by Trustee shall in either such counsel. None case, upon the written request of the Owner ParticipantTrustee, and receipt by the Indenture Trustee of funds necessary to prepay the Equipment Notes required to be prepaid in connection with such purchase, termination, retention or Event of Loss, execute and deliver to, or as directed in writing by, the Owner Trustee an appropriate instrument (in due form for recording) furnished by the Owner Trustee or the Lessee have any liability for releasing such property from the failure Lien of the Indenture Trustee to discharge its obligations hereunderthis Indenture.

Action Upon Instructions. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.01, 5.03, 5.10, 9.01 and 10.05 hereof, upon the written instructions at any time and from time to time of a Majority in Interest of Note Holders, the Indenture Trustee shall take such of the following actions as may be specified in such instructions: (i) exercise Trust Indenture such election or option, or make such decision or determination, or give such notice, consent, waiver or approval or exercise such right, remedy or power to take such other action hereunder or under any other Indenture Document or in respect of any part or all of the Trust Indenture Estate as shall be specified in such instructions; (ii) take such action with respect to, or to preserve or protect, the Trust Indenture Estate (including the discharge of Liens) as shall be specified in such instructions and as are consistent with this Indenture; and (iii) take such other action in respect of the subject matter of this Indenture as is consistent with the terms hereof and of the other Indenture Documents. The Indenture Trustee will execute and the Owner Trustee will file or cause to be filed such continuation statements with respect to financing statements relating to the security interest created hereunder in the Trust Indenture Estate as may be specified from time to time in written instructions of a Majority in Interest of Note Holders (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the execution form of such continuation statement so to be filed); provided that, notwithstanding the foregoing, the Indenture Trustee may, but shall not be obligated to, execute and file or cause to be filed any financing statement which it from time to time deems appropriate or any continuation statement that the Lessee, in discharge of its obligations under Section 3(v) of the Refunding Agreement or any other Operative Document, may so request. Notwithstanding the foregoing or anything in this Indenture to the contrary, the Indenture Trustee may, on the advice of its counsel and without the consent or approval of any Note Holder, approve any counsel asked to opine on any matters under Section 11(b)(ii) of the Refunding Agreement, Section 6(a)(iii) of the Lease or under this Indenture and approve any opinion issued by such counsel; provided, however, that this provision will not interfere with the Owner Participant's right to consent to such counsel. None of the Owner Participant, the Owner Trustee or the Lessee have any liability for the failure of the Indenture Trustee to discharge its obligations hereunder.

Action Upon Instructions. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.01, 5.03, 5.10, 9.01 6.01 and 10.05 hereof6.03, upon the written instructions at any time and from time to time of a Majority in Interest of Note HoldersInterest, the Indenture Trustee shall take such of the following actions as may be specified in such instructions: instructions (subject to the rights of the other parties thereto, except to the extent assigned hereunder): (i) exercise such election or optionsubject to and solely to the extent permitted by the terms hereof and of the Lease, or make such decision or determination, or give such notice, direction or consent, waiver or approval or exercise such right, remedy or power to take such other action hereunder or under any other Indenture Document the Lease or in respect of any part or all of the Trust Indenture Estate or take such other action as shall be specified in such instructions; and (ii) take after an Indenture Event of Default shall have occurred and so long as such action with respect to, or to preserve or protect, the Trust Indenture Estate (including the discharge Event of Liens) as Default shall be specified in such instructions and continuing, approve as are consistent with this Indenture; and (iii) take such other action in respect satisfactory to it all matters required by the terms of the subject matter of this Indenture as is consistent with the terms hereof and of the other Indenture Documents. The Indenture Trustee will execute and Lease to be satisfactory to the Owner Trustee will file or cause to be filed such continuation statements with respect to financing statements relating to Trustee, it being understood that without the security interest created hereunder in the Trust Indenture Estate as may be specified from time to time in written instructions of a Majority in Interest of Note Holders (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the execution form of such continuation statement so to be filed); provided that, notwithstanding the foregoing, the Indenture Trustee may, but shall not be obligated to, execute and file take any action described in clauses (i) or cause to be filed any financing statement which it from time to time deems appropriate (ii) above. Upon the expiration or any continuation statement that the Lessee, in discharge of its obligations under Section 3(v) earlier termination of the Refunding Agreement or Lease Term with respect to any other Operative DocumentUnit under the Lease and after payment of the portion of the principal of, may so request. Notwithstanding the foregoing or anything in this Indenture to the contrarytogether with interest and Make-Whole Amount, the Indenture Trustee mayif any, on the advice Equipment Notes in accordance with the terms of this Indenture, or, if and so long as no Indenture Event of Default shall have occurred and be continuing, upon the transfer by the Owner Trustee to the Lessee or its counsel and without the consent or approval designee of any Note Holder, approve any counsel asked Unit pursuant to opine on any matters under Section 11(b)(ii) of the Refunding Agreement, Section 6(a)(iii) 10 or 11 of the Lease or under this the retention by the Owner Trustee of any Unit pursuant to Section 10.3 of the Lease, then the Indenture and approve any opinion issued by Trustee shall in either such counsel. None case, upon the written request of the Owner ParticipantTrustee, and receipt by the Indenture Trustee of funds necessary to prepay the Equipment Notes required to be prepaid in connection with such purchase, termination, retention or Event of Loss, execute and deliver to, or as directed in writing by, the Owner Trustee an appropriate instrument (in due form for recording) furnished by the Owner Trustee or the Lessee have any liability for releasing such property from the failure Lien of the Indenture Trustee to discharge its obligations hereunderthis Indenture.

Action Upon Instructions. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.01, 5.03, 5.10, 9.01 and 10.05 hereof, upon the written instructions at any time and from time to time of a Majority in Interest of Note Holders, the Indenture Trustee shall take such of the following actions as may be specified in such instructions: (i) exercise such election or option, or make such decision or determination, or give such notice, consent, waiver or approval or exercise such right, remedy or power to take such other action hereunder or under any other Indenture Document or in respect of any part or all of the Trust Indenture Estate as shall be specified in such instructions; (ii) take such action with respect to, or to preserve or protect, the Trust Indenture Estate (including the discharge of Liens) as shall be specified in such instructions and as are consistent with this Indenture; and (iii) take such other action in respect of the subject matter of this Indenture as is consistent with the terms hereof and of the other Indenture Documents. The Indenture Trustee will execute and the Owner Trustee will file or cause to be filed such continuation statements with respect to financing statements relating to the security interest created hereunder in the Trust Indenture Estate as may be specified from time to time in written instructions of a Majority in Interest of Note Holders (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the execution form of such continuation statement so to be filed); provided that, notwithstanding the foregoing, the Indenture Trustee may, but shall not be obligated to, execute and file or cause to be filed any financing statement which it from time to time deems appropriate or any continuation statement that the Lessee, in discharge of its obligations under Section 3(v) of the Refunding Agreement or any other Operative Document, may so request. Notwithstanding the foregoing or anything in this Indenture to the contrary, the Indenture Trustee may, on the advice of its counsel and without the consent or Trust Indenture approval of any Note Holder, approve any counsel asked to opine on any matters under Section 11(b)(ii) of the Refunding Agreement, Section 6(a)(iii) of the Lease or under this Indenture and approve any opinion issued by such counsel; provided, however, that this provision will not interfere with the Owner Participant's right to consent to such counsel. None of the Owner Participant, the Owner Trustee or the Lessee have any liability for the failure of the Indenture Trustee to discharge its obligations hereunder.