Common use of Notice of Indenture Event of Default Clause in Contracts

Notice of Indenture Event of Default. In the event the Indenture ------------------------------------ Trustee shall have knowledge of an Indenture Event of Default or of an Indenture Default arising from a failure to pay Basic Rent, the Indenture Trustee shall forthwith give telephone notice thereof to the Owner Trustee, the Owner Participant, the Lessee and the Certificate Holders (promptly confirmed by telex or facsimile to such Persons not later than one Business Day thereafter). Subject to the terms of Sections 4.08 and 5.03, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by the Majority in Interest of Certificate Holders. Subject to the provisions of Section 5.03, if the Indenture Trustee shall not have received TRUST INDENTURE instructions as above provided within 20 calendar days after mailing notice of such Indenture Event of Default to the Certificate Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to any such Indenture Event of Default as it shall determine advisable in the best interests of the Certificate Holders and shall use the same degree of care and skill in connection therewith as a prudent man would use under the circumstances in the conduct of his own affairs; provided that the Indenture Trustee may not sell any Airframe or any Engine without the consent of the Majority in Interest of Certificate Holders. In the event the Indenture Trustee shall at any time foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify the Certificate Holders, the Owner Trustee, the Owner Participant and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in its Corporate Trust Department, in the case of the Indenture Trustee, or its Corporate Trust Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of any Indenture Default, any Lease Default or any Lease Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Basic Rent when due, which failure shall constitute knowledge of an Indenture Default) unless notified in writing by the Lessee, the Owner Trustee or one or more Certificate Holders. This Section 5.01, however, is subject to the condition that, if at any time after the principal of the Certificates shall have become due and payable pursuant to Section 4.04(b) or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Certificates and all other amounts payable under the Certificates (except the principal of the Certificates which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Certificate Holders may (but shall not be obligated to) , by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent TRUST INDENTURE Indenture Default or Indenture Event of Default or impair any right consequent thereon.

Notice of Indenture Event of Default. In the event the Indenture ------------------------------------ Trustee shall have knowledge of an Indenture Event of Default Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Basic RentRent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall forthwith give telephone prompt notice thereof to the Owner Trustee, the Owner Participant, Participant and the Lessee and the Certificate Holders by facsimile, telex, telegraph or telephone (promptly confirmed by telex or facsimile written notice in the manner provided by Section 10.06 hereof), and to such Persons not later than one Business Day thereafter)each Note Holder by first-class mail. Subject to the terms of Sections 4.08 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 5.0310.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by the a Majority in Interest of Certificate Note Holders. Subject to the provisions of Section 5.035.03 hereof, if the Indenture Trustee shall not have received TRUST INDENTURE instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Certificate Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to any such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Certificate Note Holders and shall use the same degree of care and skill in connection therewith as a prudent man person would use under the circumstances in the conduct of his its own affairs; provided that the Indenture Trustee may not sell any Airframe the Aircraft or any Engine part thereof without the consent of the a Majority in Interest of Certificate Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify notify, to the Certificate extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee, the Owner Participant Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in its the Corporate Trust DepartmentOffice, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of any an Indenture Default, any Lease Default or any Lease Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Basic Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture DefaultDefault for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Certificate Holders. This Section 5.01Note Holders or, however, is subject to in the condition that, if at any time after the principal case of the Certificates shall have become due and payable pursuant to Section 4.04(b) or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Certificates and all other amounts payable under the Certificates (except the principal of the Certificates which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Certificate Holders may (but shall not be obligated to) Owner Trustee, by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent TRUST INDENTURE Indenture Default or Indenture Event of Default or impair any right consequent thereon.

Notice of Indenture Event of Default. In the event the Indenture ------------------------------------ Trustee shall have knowledge of an Indenture Event of Default Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Basic RentRent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall forthwith give telephone prompt notice thereof to the Owner Trustee, the Owner Participant, Participant and the Lessee and the Certificate Holders by facsimile, telex, telegraph or telephone (promptly confirmed by telex or facsimile written notice in the manner provided by Section 10.06 hereof), and to such Persons not later than one Business Day thereafter)each Note Holder by first-class mail. Subject to the terms of Sections 4.08 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 5.0310.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by the a Majority in Interest of Certificate Note Holders. Subject to the provisions of Section 5.035.03 hereof, if the Indenture Trustee shall not have received TRUST INDENTURE instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Certificate Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to any such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Certificate Note Holders and shall use the same degree of care and skill in connection therewith as a prudent man person would use under the circumstances in the conduct of his its own affairs; provided that the Indenture Trustee may not sell any Airframe the Engine or any Engine part thereof without the consent of the a Majority in Interest of Certificate Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify notify, to the Certificate extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee, the Owner Participant Trustee and the Lessee. For all purposes of this Trust Indenture, in the absence of actual knowledge on the part of an officer in its Corporate Trust Department, in the case of the Indenture Trustee, or its Corporate Trust Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of any Indenture Default, any Lease Default or any Lease Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Basic Rent when due, which failure shall constitute knowledge of an Indenture Default) unless notified in writing by the Lessee, the Owner Trustee or one or more Certificate Holders. This Section 5.01, however, is subject to the condition that, if at any time after the principal of the Certificates shall have become due and payable pursuant to Section 4.04(b) or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Certificates and all other amounts payable under the Certificates (except the principal of the Certificates which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Certificate Holders may (but shall not be obligated to) , by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent TRUST INDENTURE Indenture Default or Indenture Event of Default or impair any right consequent thereon.

Notice of Indenture Event of Default. In the event the Indenture ------------------------------------ Trustee shall have knowledge of an Indenture Event of Default Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Basic RentRent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall forthwith give telephone prompt notice thereof to the Owner Trustee, the Owner Participant, Participant and the Lessee and the Certificate Holders by facsimile, telex, telegraph or telephone (promptly confirmed by telex or facsimile written notice in the manner provided by Section 10.06 hereof), and to such Persons not later than one Business Day thereafter)each Note Holder by first-class mail. Subject to the terms of Sections 4.08 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 5.0310.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by the a Majority in Interest of Certificate Note Holders. Subject to the provisions of Section 5.035.03 hereof, if the Indenture Trustee shall not have received TRUST INDENTURE instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Certificate Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to any such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Certificate Note Holders and shall use the same degree of care and skill in connection therewith as a prudent man person would use under the circumstances in the conduct of his its own affairs; provided that the Indenture Trustee may not sell any Airframe the Aircraft or any Engine part thereof without the consent of the a Majority in Interest of Certificate Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify notify, to the Certificate extent (in the case of any such party) not stayed or otherwise prohibited by Trust Indenture 72 - 67 - applicable law, the Owner Participant, the Note Holders, the Owner Trustee, the Owner Participant Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in its the Corporate Trust DepartmentOffice, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of any an Indenture Default, any Lease Default or any Lease Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Basic Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture DefaultDefault for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Certificate Holders. This Section 5.01Note Holders or, however, is subject to in the condition that, if at any time after the principal case of the Certificates shall have become due and payable pursuant to Section 4.04(b) or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Certificates and all other amounts payable under the Certificates (except the principal of the Certificates which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Certificate Holders may (but shall not be obligated to) Owner Trustee, by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent TRUST INDENTURE Indenture Default or Indenture Event of Default or impair any right consequent thereon.

Notice of Indenture Event of Default. In If the event the Indenture ------------------------------------ Loan Trustee shall have knowledge of an Indenture Event of Default or of an Indenture Default a default arising from a failure by the Owner to pay Basic Rentwhen due any payment of principal amount, interest, or Make-Whole Amount, if any, due and payable under any Equipment Note, the Indenture Loan Trustee shall forthwith promptly give telephone notice thereof to the Owner TrusteeOwner, the Owner Participanteach Liquidity Provider and each Noteholder by telegram, the Lessee and the Certificate Holders cable, facsimile or telephone (to be promptly confirmed by telex or facsimile to such Persons not later than one Business Day thereafterin writing). Subject to the terms of Sections 4.08 Section 4.02, Section 4.05, Section 5.02 and Section 5.03, the Indenture Loan Trustee shall take such action, or refrain from taking such action, with respect to any such default or Indenture Event of Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Loan Trustee shall be instructed in writing by the a Majority in Interest of Certificate HoldersNoteholders. Subject to the provisions of Section 5.03, if the Indenture Loan Trustee shall not have received TRUST INDENTURE instructions as above provided within 20 calendar days Business Days after mailing giving notice of such default or Indenture Event of Default to the Certificate HoldersNoteholders, the Indenture Loan Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such actionaction with respect to such default or Indenture Event of Default as it shall reasonably determine to be advisable and in the best interests of the Noteholders, but shall be under no duty to take or refrain from taking any action, with respect to any such Indenture Event of Default as it shall determine advisable in the best interests of the Certificate Holders and . The Loan Trustee shall use the same degree of care and skill in connection therewith as a prudent man person would use under the circumstances in the conduct of his or her own affairs; provided that the Indenture . The Loan Trustee may not sell any the Airframe or any Engine without the consent of the a Majority in Interest of Certificate Holders. In the event the Indenture Trustee shall at any time foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify the Certificate Holders, the Owner Trustee, the Owner Participant and the LesseeNoteholders. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in its Corporate Trust Department, in the case of the Indenture Trustee, or its Corporate Trust Department, in the case of the Owner Trusteeknowledge, the Indenture Loan Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of any a default or an Indenture Default, any Lease Default or any Lease Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Basic Rent when due, which failure shall constitute knowledge of an Indenture Default) unless notified in writing by the Lessee, the Owner Trustee or one or more Certificate Holders. This Section 5.01Noteholders; and “actual knowledge” (as used in the foregoing clause) of the Loan Trustee shall mean actual knowledge of an officer in the Corporate Trust Office of the Loan Trustee; provided that the Loan Trustee shall be deemed to have actual knowledge of (i) the failure of the Owner to pay any principal amount of, howeveror interest on, is subject the Equipment Notes directly to the condition that, if at any time after Loan Trustee when the principal same shall become due or (ii) the failure of Lessee to maintain insurance as required under Section 10 of the Certificates shall have become due and payable pursuant to Section 4.04(b) Lease if the Loan Trustee receives written notice thereof from an insurer or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Certificates and all other amounts payable under the Certificates (except the principal of the Certificates which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Certificate Holders may (but shall not be obligated to) , by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent TRUST INDENTURE Indenture Default or Indenture Event of Default or impair any right consequent thereoninsurance broker.

Notice of Indenture Event of Default. In the event the Indenture ------------------------------------ Trustee shall have knowledge of an Trust Indenture 66 - 61 - Indenture Event of Default Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Basic RentRent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall forthwith give telephone prompt notice thereof to the Owner Trustee, the Owner Participant, Participant and the Lessee and the Certificate Holders by facsimile, telex, telegraph or telephone (promptly confirmed by telex or facsimile written notice in the manner provided by Section 10.06 hereof), and to such Persons not later than one Business Day thereafter)each Note Holder by first-class mail. Subject to the terms of Sections 4.08 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 5.0310.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by the a Majority in Interest of Certificate Note Holders. Subject to the provisions of Section 5.035.03 hereof, if the Indenture Trustee shall not have received TRUST INDENTURE instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Certificate Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to any such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Certificate Note Holders and shall use the same degree of care and skill in connection therewith as a prudent man person would use under the circumstances in the conduct of his its own affairs; provided that the Indenture Trustee may not sell any Airframe the Aircraft or any Engine part thereof without the consent of the a Majority in Interest of Certificate Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify notify, to the Certificate extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee, the Owner Participant Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in its the Corporate Trust DepartmentOffice, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of any an Indenture Default, any Lease Default or any Lease Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Basic Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture DefaultDefault for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Certificate Holders. This Section 5.01Note Holders or, however, is subject to in the condition that, if at any time after the principal case of the Certificates shall have become due and payable pursuant to Section 4.04(b) or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Certificates and all other amounts payable under the Certificates (except the principal of the Certificates which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Certificate Holders may (but shall not be obligated to) Owner Trustee, by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent TRUST INDENTURE Indenture Default or Indenture Event of Default or impair any right consequent thereon.

Notice of Indenture Event of Default. In the event the Indenture ------------------------------------ Trustee shall have knowledge of an Indenture Event of Default Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Basic RentRent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall forthwith give telephone prompt notice thereof to the Owner Trustee, the Owner Participant, Participant and the Lessee and the Certificate Holders by facsimile, telex, telegraph or telephone (promptly confirmed by telex or facsimile written notice in the manner provided by Section 10.06 hereof), and to such Persons not later than one Business Day thereafter)each Note Holder by first-class mail. Subject to the terms of Sections 4.08 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 5.0310.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by the a Majority in Interest of Certificate Note Holders. Subject to the provisions of Section 5.035.03 hereof, if the Indenture Trustee shall not have received TRUST INDENTURE instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Certificate Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to any such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Certificate Note Holders and shall use the same degree of care and skill in connection therewith as a prudent man person would use under the circumstances in the conduct of his its own affairs; provided that the Indenture Trustee may not sell any Airframe the Aircraft or any Engine part thereof without the consent of the a Majority in Interest of Certificate Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify notify, to the Certificate extent (in the case of any such party) not stayed or otherwise prohibited by Trust Indenture applicable law, the Owner Participant, the Note Holders, the Owner Trustee, the Owner Participant Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in its the Corporate Trust DepartmentOffice, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of any an Indenture Default, any Lease Default or any Lease Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Basic Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture DefaultDefault for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Certificate Holders. This Section 5.01Note Holders or, however, is subject to in the condition that, if at any time after the principal case of the Certificates shall have become due and payable pursuant to Section 4.04(b) or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Certificates and all other amounts payable under the Certificates (except the principal of the Certificates which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Certificate Holders may (but shall not be obligated to) Owner Trustee, by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent TRUST INDENTURE Indenture Default or Indenture Event of Default or impair any right consequent thereon.

Notice of Indenture Event of Default. In the event the Indenture ------------------------------------ Trustee shall have knowledge of an Indenture Event of Default Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Basic RentRent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall forthwith give telephone prompt notice thereof to the Owner Trustee, the Owner Participant, Participant and the Lessee and the Certificate Holders by facsimile, telex, telegraph or telephone (promptly confirmed by telex or facsimile written notice in the manner provided by Section 10.06 hereof), and to such Persons not later than one Business Day thereafter)each Note Holder by first- class mail. Subject to the terms of Sections 4.08 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 5.0310.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by the a Majority in Interest of Certificate Note Holders. Subject to the provisions of Section 5.035.03 hereof, if the Indenture Trustee shall not have received TRUST INDENTURE instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Certificate Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to any such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Certificate Note Holders and shall use the same degree of care and skill in connection therewith as a prudent man person would use under the circumstances in the conduct of his own affairs; provided that the Indenture Trustee may not sell any Airframe or any Engine without the consent of the Majority in Interest of Certificate Holders. In the event the Indenture Trustee shall at any time foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify the Certificate Holders, the Owner Trustee, the Owner Participant and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in its Corporate Trust Department, in the case of the Indenture Trustee, or its Corporate Trust Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of any Indenture Default, any Lease Default or any Lease Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Basic Rent when due, which failure shall constitute knowledge of an Indenture Default) unless notified in writing by the Lessee, the Owner Trustee or one or more Certificate Holders. This Section 5.01, however, is subject to the condition that, if at any time after the principal of the Certificates shall have become due and payable pursuant to Section 4.04(b) or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Certificates and all other amounts payable under the Certificates (except the principal of the Certificates which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Certificate Holders may (but shall not be obligated to) , by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent TRUST INDENTURE Indenture Default or Indenture Event of Default or impair any right consequent thereon.the

Notice of Indenture Event of Default. In the event the Indenture ------------------------------------ Trustee shall have knowledge of an Indenture Event of Default Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Basic RentRent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall forthwith give telephone prompt notice thereof to the Owner Trustee, the Owner Participant, Participant and the Lessee and the Certificate Holders by facsimile, telex, telegraph or telephone (promptly confirmed by telex or facsimile written notice in the manner provided by Section 10.06 hereof), and to such Persons not later than one Business Day thereafter)each Note Holder by first-class mail. Subject to the terms of Sections 4.08 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 5.0310.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by the a Majority in Interest of Certificate Note Holders. Subject to the provisions of Section 5.035.03 hereof, if the Indenture Trustee shall not have received TRUST INDENTURE instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Certificate Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to any such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Certificate Note Holders and shall use the same degree of care and skill in connection therewith as a prudent man person would use under the circumstances in the conduct of his its own affairs; provided that the Indenture Trustee may not sell any Airframe the Aircraft or any Engine part thereof without the consent of the a Majority in Interest of Certificate Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify notify, to the Certificate extent (in the Trust Indenture case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee, the Owner Participant Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in its the Corporate Trust DepartmentOffice, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of any an Indenture Default, any Lease Default or any Lease Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Basic Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture DefaultDefault for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Certificate Holders. This Section 5.01Note Holders or, however, is subject to in the condition that, if at any time after the principal case of the Certificates shall have become due and payable pursuant to Section 4.04(b) or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Certificates and all other amounts payable under the Certificates (except the principal of the Certificates which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Certificate Holders may (but shall not be obligated to) Owner Trustee, by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent TRUST INDENTURE Indenture Default or Indenture Event of Default or impair any right consequent thereon.

Notice of Indenture Event of Default. In the event the Indenture ------------------------------------ Trustee shall have knowledge of an Indenture Event of Default Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Basic RentRent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall forthwith give telephone prompt notice thereof to the Owner Trustee, the Owner Participant, Participant and the Lessee and the Certificate Holders by facsimile, telex, telegraph or telephone (promptly confirmed by telex or facsimile written notice in the manner provided by Section 10.06 hereof), and to such Persons not later than one Business Day thereafter)each Note Holder by first-class mail. Subject to the Trust Indenture 71 - 66 - terms of Sections 4.08 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 5.0310.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by the a Majority in Interest of Certificate Note Holders. Subject to the provisions of Section 5.035.03 hereof, if the Indenture Trustee shall not have received TRUST INDENTURE instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Certificate Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to any such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Certificate Note Holders and shall use the same degree of care and skill in connection therewith as a prudent man person would use under the circumstances in the conduct of his its own affairs; provided that the Indenture Trustee may not sell any Airframe the Aircraft or any Engine part thereof without the consent of the a Majority in Interest of Certificate Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify notify, to the Certificate extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee, the Owner Participant Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in its the Corporate Trust DepartmentOffice, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of any an Indenture Default, any Lease Default or any Lease Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Basic Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture DefaultDefault for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Certificate Holders. This Section 5.01Note Holders or, however, is subject to in the condition that, if at any time after the principal case of the Certificates shall have become due and payable pursuant to Section 4.04(b) or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Certificates and all other amounts payable under the Certificates (except the principal of the Certificates which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Certificate Holders may (but shall not be obligated to) Owner Trustee, by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent TRUST INDENTURE Indenture Default or Indenture Event of Default or impair any right consequent thereon.

Notice of Indenture Event of Default. In the event the Indenture ------------------------------------ Trustee shall have knowledge of an Indenture Event of Default Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Basic RentRent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall forthwith give telephone prompt notice thereof to the Owner Trustee, the Owner Participant, Participant and the Lessee and the Certificate Holders by facsimile, telex, telegraph or telephone (promptly confirmed by telex or facsimile written notice in the manner provided by Section 10.06 hereof), and to such Persons not later than one Business Day thereafter)each Note Holder by first- class mail. Subject to the terms of Sections 4.08 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 5.0310.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by the a Majority in Interest of Certificate Note Holders. Subject to the provisions of Section 5.035.03 hereof, if the Indenture Trustee shall not have received TRUST INDENTURE instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Certificate Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to any such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Certificate Note Holders and shall use the same degree of care and skill in connection therewith as a prudent man person would use under the circumstances in the conduct of his its own affairs; provided that the Indenture Trustee may not sell any Airframe the Aircraft or any Engine part thereof without the consent of the a Majority in Interest of Certificate Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify notify, to the Certificate extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee, the Owner Participant Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in its the Corporate Trust DepartmentOffice, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of any an Indenture Default, any Lease Default or any Lease Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Basic Rent when due, which failure shall constitute knowledge of an Indenture Default) unless notified in writing by the Lessee, the Owner Trustee or one or more Certificate Holders. This Section 5.01, however, is subject to the condition that, if at any time after the principal of the Certificates shall have become due and payable pursuant to Section 4.04(b) or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Certificates and all other amounts payable under the Certificates (except the principal of the Certificates which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Certificate Holders may (but shall not be obligated to) , by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent TRUST INDENTURE Indenture Default or Indenture Event of Default or impair any right consequent thereon.the

Notice of Indenture Event of Default. In the event the Indenture ------------------------------------ Loan Trustee shall have knowledge of an Indenture Event of Default Default, or shall have knowledge of an Indenture Default arising from a failure to pay Basic Rent, the Indenture Loan Trustee shall forthwith give telephone prompt written notice thereof to the Owner Trustee, the Owner Participant, the Lessee and the Certificate Holders (promptly confirmed by telex or facsimile to such Persons not later than one Business Day thereafter)each Noteholder. Subject to the terms of Sections 4.08 8.03, 8.04, 8.08, 9.02 and 5.039.03 hereof, the Indenture Loan Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Loan Trustee shall be instructed in writing by the Majority in Interest of Certificate HoldersNoteholders. Subject to the provisions of Section 5.039.03 hereof, if the Indenture Loan Trustee shall not have received TRUST INDENTURE instructions as above provided within 20 calendar days after mailing giving notice of such Indenture Default or Indenture Event of Default to the Certificate HoldersNoteholders, the Indenture Loan Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.019.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to any such Indenture Default or Indenture Event of Default as it shall determine advisable in the best interests of the Certificate Holders Noteholders and shall use the same degree of care and skill in connection therewith as a prudent man person would use under the circumstances in the conduct of his or her own affairs; provided that the Indenture Loan Trustee may not sell any Airframe the Aircraft or any Engine without the consent of the Majority in Interest of Certificate HoldersNoteholders. In the event the Indenture Loan Trustee shall at any time declare the Lease to be in default pursuant to Section 15 thereof or shall elect, subject to Section 8.03, to foreclose or otherwise enforce this Indenture, the Indenture Loan Trustee shall forthwith notify the Certificate HoldersOwner Participant, the Noteholders, the Owner Trustee, the Owner Participant Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in its Corporate Trust Department, in the case of the Indenture Trustee, or its Corporate Trust Department, in the case of the Owner Loan Trustee, the Indenture Loan Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of any an Indenture Default, any Lease Event of Default or any Lease Event of an Indenture Default (except, in the case of the Indenture Loan Trustee, the failure of the Lessee to pay any installment of Basic Rent when dueRent, if any portion of such installment was then required to be paid to the Loan Trustee, which failure shall constitute knowledge of an Indenture DefaultDefault one Business Day after such Basic Rent was due) or the curing of an Indenture Event of Default unless notified in writing by the Lessee, the Owner Trustee Trustee, the Owner Participant or one or more Certificate Holders. This Section 5.01, however, is subject to the condition that, if at any time after the principal of the Certificates shall have become due and payable pursuant to Section 4.04(b) or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Certificates and all other amounts payable under the Certificates (except the principal of the Certificates which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Certificate Holders may (but shall not be obligated to) , by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent TRUST INDENTURE Indenture Default or Indenture Event of Default or impair any right consequent thereonNoteholders.

Notice of Indenture Event of Default. In the event the Indenture ------------------------------------ If Loan Trustee shall have knowledge has Actual Knowledge of an Indenture Event of Default or of an Indenture Default a default arising from a failure by Lessee to pay Basic when due any Rent, the Indenture Loan Trustee shall forthwith promptly give telephone notice thereof to the Owner Trustee, the Owner Participant, the Lessee and the Certificate Holders (promptly confirmed by telex or facsimile to such Persons not later than one Business Day thereafter)each Noteholder. Subject to the terms of Sections 4.08 4.03, 4.04, 5.02 and 5.03, the Indenture Loan Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Loan Trustee shall be is instructed in writing by the a Majority in Interest of Certificate HoldersNoteholders. Subject to the provisions of Section 5.03, if the Indenture Loan Trustee shall does not have received TRUST INDENTURE receive instructions as above provided within 20 calendar days Business Days after mailing giving notice of such Indenture Event of Default to the Certificate HoldersNoteholders, the Indenture Loan Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such actionaction with respect to such Indenture Event of Default as it reasonably determines to be advisable in the best interests of Noteholders, but shall be under no duty to take or refrain from taking any action. If Loan Trustee shall at any time declare the Lease to be in default pursuant to Section 15 thereof or shall elect to foreclose or otherwise enforce this Indenture, with respect to any such Indenture Event of Default as it Loan Trustee shall determine advisable in the best interests of the Certificate Holders forthwith notify Owner Participant, Owner Trustee, Lessee and Noteholders. It shall use the same degree of care and skill in connection therewith as a prudent man person would use under the circumstances in the conduct of his or her own affairs; provided that the Indenture . Loan Trustee may not sell any the Airframe or any Engine without the consent of the a Majority in Interest of Certificate Holders. In the event the Indenture Trustee shall at any time foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify the Certificate Holders, the Owner Trustee, the Owner Participant and the LesseeNoteholders. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in its Corporate Trust DepartmentActual Knowledge, in the case of the Indenture Loan Trustee, or its Corporate Trust Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner TrusteeParticipant, as the case may be, shall not be deemed to have knowledge of any an Indenture Default, any Lease Default or any Lease an Indenture Event of Default unless notified in writing by Lessee, Owner Participant, Owner Trustee or one or more Noteholders; provided, however, that Loan Trustee is deemed to have Actual Knowledge of (except, in the case of the Indenture Trustee, i) the failure of the Lessee to pay any installment of Basic Rent when due, which the same shall become due or (ii) the failure shall constitute knowledge of an Indenture Default) unless notified in writing by the Lessee, the Owner Trustee or one or more Certificate Holders. This Lessee to maintain insurance as required under Section 5.01, however, is subject to the condition that, if at any time after the principal 11 of the Certificates shall have become due and payable pursuant to Section 4.04(b) Lease if Loan Trustee receives written notice thereof from an insurer or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Certificates and all other amounts payable under the Certificates (except the principal of the Certificates which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Certificate Holders may (but shall not be obligated to) , by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent TRUST INDENTURE Indenture Default or Indenture Event of Default or impair any right consequent thereoninsurance broker.

Notice of Indenture Event of Default. In the event the Indenture ------------------------------------ Trustee shall have knowledge of an Indenture Event of Default Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Basic RentRent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall forthwith give telephone prompt notice thereof to the Owner Trustee, the Owner Participant, Participant and the Lessee and the Certificate Holders by facsimile, telex, telegraph or telephone (promptly confirmed by telex or facsimile written notice in the manner provided by Section 10.06 hereof), and to such Persons not later than one Business Day thereafter)each Note Holder by first-class mail. Subject to the terms of Sections 4.08 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 5.0310.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by the a Majority in Interest of Certificate Note Holders. Subject to the provisions of Section 5.035.03 hereof, if the Indenture Trustee shall not have received TRUST INDENTURE instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Certificate Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to any such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Certificate Note Holders and shall use the same degree of care and skill in connection therewith as a prudent man person would use under the circumstances in the conduct of his its own affairs; provided that the Indenture Trustee may not sell any Airframe the Engine or any Engine part thereof without the consent of the a Majority in Interest of Certificate Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify notify, to the Certificate extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee, the Owner Participant Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in its the Corporate Trust DepartmentOffice, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of any an Indenture Default, any Lease Default or any Lease Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Basic Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute Trust Indenture knowledge of an Indenture DefaultDefault for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Certificate Holders. This Section 5.01Note Holders or, however, is subject to in the condition that, if at any time after the principal case of the Certificates shall have become due and payable pursuant to Section 4.04(b) or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Certificates and all other amounts payable under the Certificates (except the principal of the Certificates which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Certificate Holders may (but shall not be obligated to) Owner Trustee, by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent TRUST INDENTURE Indenture Default or Indenture Event of Default or impair any right consequent thereon.

Notice of Indenture Event of Default. In ------- ------------------------------------ the event a Responsible Officer of the Indenture ------------------------------------ Trustee shall have actual knowledge of an Indenture Event of Default or of an Indenture Default arising from a failure to pay Basic Rent, the Indenture Trustee shall forthwith give telephone prompt written notice by telex or facsimile thereof to the Owner Trustee, the Owner Participant, the Lessee and the Certificate Holders (promptly confirmed by telex or facsimile to such Persons not later than one Business Day thereafter)Noteholders. Subject to the terms of Sections 4.08 4.03, 4.04(a), 4.08, 5.03 and 5.035.09, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by the Majority in Interest of Certificate HoldersNoteholders. Subject to the provisions of Section 5.03Sections 4.03, 4.04(a), 4.08, 5.03 and 5.09, if the Indenture Trustee shall not have received TRUST INDENTURE instructions as above provided within 20 twenty (20) calendar days after mailing receipt of notice of such Indenture Event of Default to by the Certificate HoldersNoteholders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to any such Indenture Event of Default as it shall determine advisable in the best interests of the Certificate Holders Noteholders and shall use the same degree of care and skill in connection therewith as a prudent man person would use under the circumstances in the conduct of his such person's own affairs; provided that the Indenture Trustee may not sell any the Airframe or any Engine -------- without the consent of the Majority in Interest of Certificate HoldersNoteholders. In the event the Indenture Trustee shall at any time commence to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify the Certificate HoldersNoteholders, the Owner Trustee, the Owner Participant and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer a Responsible Officer in its Corporate Trust Department, in the case of the Indenture Trustee, or its Corporate Trust DepartmentAdministration, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of any Indenture Default, any Lease Default or any Lease Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Basic Rent when due, which failure shall constitute knowledge of an Indenture Default) unless notified in writing by the Lessee, the Owner Trustee or one or more Certificate HoldersNoteholders. This Section 5.01, however, is subject to the condition that, if at any time after the principal of the Certificates Equipment Notes shall have become due and payable pursuant to Section 4.04(b) or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Certificates Equipment Notes and all other amounts payable under the Certificates Equipment Notes (except the principal of the Certificates Equipment Notes which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Certificate Holders Noteholders may (but shall not be obligated to) ), by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent TRUST INDENTURE Indenture Default or Indenture Event of Default or impair any right consequent thereon.

Notice of Indenture Event of Default. In the event the Indenture ------------------------------------ Trustee shall have knowledge of an Indenture Event of Default Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Basic RentRent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall forthwith give telephone prompt notice thereof to the Owner Trustee, the Owner Participant, Participant and the Lessee and the Certificate Holders by facsimile, telex, telegraph or telephone (promptly confirmed by telex or facsimile written notice in the manner provided by Section 10.06 hereof), Trust Indenture and to such Persons not later than one Business Day thereafter)each Note Holder by first-class mail. Subject to the terms of Sections 4.08 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 5.0310.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by the a Majority in Interest of Certificate Note Holders. Subject to the provisions of Section 5.035.03 hereof, if the Indenture Trustee shall not have received TRUST INDENTURE instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Certificate Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to any such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Certificate Note Holders and shall use the same degree of care and skill in connection therewith as a prudent man person would use under the circumstances in the conduct of his its own affairs; provided that the Indenture Trustee may not sell any Airframe the Aircraft or any Engine part thereof without the consent of the a Majority in Interest of Certificate Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify notify, to the Certificate extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee, the Owner Participant Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in its the Corporate Trust DepartmentOffice, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of any an Indenture Default, any Lease Default or any Lease Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Basic Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture DefaultDefault for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Certificate Holders. This Section 5.01Note Holders or, however, is subject to in the condition that, if at any time after the principal case of the Certificates shall have become due and payable pursuant to Section 4.04(b) or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Certificates and all other amounts payable under the Certificates (except the principal of the Certificates which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Certificate Holders may (but shall not be obligated to) Owner Trustee, by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent TRUST INDENTURE Indenture Default or Indenture Event of Default or impair any right consequent thereon.

Notice of Indenture Event of Default. In ------- ------------------------------------ the event a Responsible Officer of the Indenture ------------------------------------ Trustee shall have actual knowledge of an Indenture Event of Default or of an Indenture Default arising from a failure to pay Basic Rent, the Indenture Trustee shall forthwith give telephone prompt written notice by telex or facsimile thereof to the Owner Trustee, the Owner Participant, the Lessee and the Certificate Holders (promptly confirmed by telex or facsimile to such Persons not later than one Business Day thereafter)Noteholders. Subject to the terms of Sections 4.08 4.03, 4.04(a), 4.08, 5.03 and 5.035.09, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by the Majority in Interest of Certificate HoldersNoteholders. Subject to the provisions of Section 5.03Sections 4.03, 4.04(a), 4.08, 5.03 and 5.09, if the Indenture Trustee shall not have received TRUST INDENTURE instructions as above provided within 20 twenty (20) calendar days after mailing receipt of notice of such Indenture Event of Default to by the Certificate HoldersNoteholders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to any such Indenture Event of Default as it shall determine advisable in the best interests of the Certificate Holders Noteholders and shall use the same degree of care and skill in connection therewith as a prudent man person would use under the circumstances in the conduct of his such person's own affairs; provided -------- that the Indenture Trustee may not sell any the Airframe or any Engine without the consent of the Majority in Interest of Certificate HoldersNoteholders. In the event the Indenture Trustee shall at any time commence to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify the Certificate HoldersNoteholders, the Owner Trustee, the Owner Participant and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer a Responsible Officer in its Corporate Trust Department, in the case of the Indenture Trustee, or its Corporate Trust DepartmentAdministration, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of any Indenture Default, any Lease Default or any Lease Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Basic Rent when due, which failure shall constitute knowledge of an Indenture Default) unless notified in writing by the Lessee, the Owner Trustee or one or more Certificate HoldersNoteholders. This Section 5.01, however, is subject to the condition that, if at any time after the principal of the Certificates Equipment Notes shall have become due and payable pursuant to Section 4.04(b) or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Certificates Equipment Notes and all other amounts payable under the Certificates Equipment Notes (except the principal of the Certificates Equipment Notes which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Certificate Holders Noteholders may (but shall not be obligated to) ), by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent TRUST INDENTURE Indenture Default or Indenture Event of Default or impair any right consequent thereon.

Notice of Indenture Event of Default. In the event the Indenture ------------------------------------ Trustee shall have knowledge of an Indenture Event of Default Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Basic RentRent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall forthwith give telephone prompt notice thereof to the Owner Trustee, the Owner Participant, Participant and the Lessee and the Certificate Holders by facsimile, telex, telegraph or telephone (promptly confirmed by telex or facsimile written notice in the manner provided by Section 10.06 hereof), and to such Persons not later than one Business Day thereafter)each Note Holder by first-class mail. Subject to the terms of Sections 4.08 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 5.0310.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by the a Majority in Interest of Certificate Note Holders. Subject to the provisions of Section 5.035.03 hereof, if the Indenture Trustee shall not have received TRUST INDENTURE instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Certificate Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to any such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Certificate Note Holders and shall use the same degree of care and skill in connection therewith as a prudent man person would use under the circumstances in the conduct of his its own affairs; provided that the Indenture Trustee may not sell any Airframe the Engine or any Engine part thereof without the consent of the a Majority in Interest of Certificate Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify notify, to the Certificate extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee, the Owner Participant Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in its the Corporate Trust DepartmentOffice, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of any an Indenture Default, any Lease Default or any Lease Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Basic Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture DefaultDefault for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Certificate Holders. This Section 5.01Note Holders or, however, is subject to in the condition that, if at any time after the principal case of the Certificates shall have become due and payable pursuant to Section 4.04(b) or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Certificates and all other amounts payable under the Certificates (except the principal of the Certificates which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Certificate Holders may (but shall not be obligated to) Owner Trustee, by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent TRUST INDENTURE Indenture Default or Indenture Event of Default or impair any right consequent thereon.