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. (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. (b) If any Lease Event of Default shall have occurred and be continuing, notwithstanding the foregoingon request of a Majority in Interest of Certificate Holders, the Indenture Trustee mayshall exercise such remedies under Section 15 of any Lease as shall be specified in TRUST INDENTURE such request. The Indenture Trustee agrees to provide to the Certificate Holders, but shall not be obligated tothe Owner Trustee and the Owner Participant concurrently with such action by the Indenture Trustee, execute and file or cause to be filed any financing statement which it from time to time deems appropriate or any continuation statement notice of such action by the Indenture Trustee, provided that the Lesseefailure to give any such notice to such Certificate Holders, 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 Owner Participant shall not affect the failure validity of the Indenture Trustee to discharge its obligations hereundersuch action.

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 2.129.05, 4.03, 4.04, 4.08, 4.09, 5.01, 5.03, 5.10, 9.01 10.01 and 10.05 hereof10.03, 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 under any other Indenture Operative Document or in respect of any part or all of the Trust Indenture Estate as shall be specified in such instructionsinstructions and which shall not be inconsistent with the terms hereof; (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 Operative Documents. The Indenture Trustee will execute authorize 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. (b) If any Event of Default shall have occurred and be continuing, notwithstanding on request of a Majority in Interest of Certificate Holders, and subject to the foregoingterms and conditions set forth in this Indenture, the Indenture Trustee mayshall exercise such remedies under Article IX as shall be specified in such request. The Indenture Trustee agrees to provide to the Certificate Holders concurrently with (or, but if commercially reasonable, prior to) such action by the Indenture Trustee, notice of such action by the Indenture Trustee, provided that the failure to give any such notice to such Certificate Holders 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 affect the Lessee, in discharge validity 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 hereunderaction.

Action Upon Instructions. (a) Subject to the terms of ------------------------ Sections 2.12, 4.03, 4.044.04(a), 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 HoldersNoteholders, 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 under any other Indenture Document Operative Agreement 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 is 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 interests 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 Noteholders or Lessee (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. (b) Subject to Sections 4.03, notwithstanding the foregoing4.04(a), 4.08, 5.01, 5.03 and 5.09, if any Event of Default shall have occurred and be continuing, on request of a Majority in Interest of Noteholders, the Indenture Trustee may, but shall not be obligated to, execute and file or cause declare the Lease 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 default and exercise such remedies 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) 17 of the Lease or under this as shall be specified in such request. The Indenture and approve any opinion issued by such counsel. None of Trustee agrees to provide to the Noteholders, the Owner ParticipantTrustee and the Owner Participant concurrently with such declaration by the Indenture Trustee, notice of such declaration by the Indenture Trustee; provided that the failure to give any such notice to such -------- Noteholders, the Owner Trustee or the Lessee have any liability for Owner Participant shall not affect the failure validity of the Indenture Trustee to discharge its obligations hereundersuch declaration.

Action Upon Instructions. Subject to the terms provisions of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.01, 5.03, 5.10, 9.01 Section 4.3 and 10.05 hereofthe last two sentences of this Section 4.2, upon the written instructions at any time and from form time to time of a Majority in Interest of Note Holdersthe Owner, the Indenture Business 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 notice or approval direction or exercise such right, remedy or power to take such other action hereunder or under any other Indenture Operative Document to which the Trust is a party, or in respect of all or any part or all of the Trust Indenture Estate Estate, 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 Liensany liens) as shall be specified in such instructions; (iii) approve as satisfactory to the Business Trustee all matters required by the terms of any Operative Document to be satisfactory to the Business Trustee or the Trust, it being understood that, without written instructions of the Owner, the Business Trustee shall not approve any such matter as satisfactory to the Business Trustee or the Trust; (iv) provided that there are no Bonds outstanding, convey and as are consistent deliver the LLC Interest to the Owner in accordance with this Indenturesuch instructions; and (iiiv) take such any other action in respect required to be taken by the Business Trustee pursuant to the Operative Documents. In the event that any Trustee is unsure as to the application of the subject matter any provision of this Indenture as is consistent with the terms hereof and Agreement or of the any 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 agreement relating to the security interest created hereunder in the Trust Indenture Estate as transactions contemplated hereby, such Trustee may be specified from time to time in request and rely upon written instructions of a Majority in Interest the Owner. The Owner shall not instruct such Trustee to take any action which is inconsistent with this Agreement or which the Owner has actual knowledge is inconsistent with the provisions 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 Operative Documents or other legal requirements or laws. Without limiting the foregoing, under no circumstance shall the Indenture Owner give instructions which would require or instruct such Trustee mayto violate any of the provisions of Sections 2.3, but 2.5, 4.2, 8.2, 9.1(c) or 10.1, and such Trustee shall not be obligated toobey, execute and file or cause to be filed without incurring any financing statement which it from time to time deems appropriate or liability, 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 hereunderinstructions if given.

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, 5.01 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 in all respects to the terms of the Operative Agreements, and subject further to the terms of Article 2 and Sections 2.123.03, 4.03, 4.04, 4.08, 4.09, 5.01, 5.03, 5.10, 9.01 3.05 and 10.05 3.06 hereof, upon the written instructions at any time and from time to time of a Majority in Interest the Trustor (which such Trustor agrees shall not be inconsistent with the provisions of Note Holdersthe Indenture so long as the Lien of the Indenture has not been discharged), the Indenture Owner Trustee shall will take such of the following actions as may be specified in such instructions: : (ia) 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 under the Operative Agreements, or take such other action hereunder or under any other Indenture Document or in respect of any part or all of the Trust Indenture Estate action, as shall be specified in such instructions; ; (iib) take such action with respect to, or to preserve or protect, protect the Trust Indenture Lessor's Estate (including the discharge of LiensLiens and encumbrances) as may be specified in such instructions; (c) approve as satisfactory to it all matters required by the terms of the Operative Agreements to be satisfactory to the Owner Trustee (it being understood that without written instructions of the Trustor, the Owner Trustee shall not approve any matter as satisfactory to it), except such approvals as may be required with respect to the Trustor's transfer of its Beneficial Interest pursuant to Article 5; (d) upon or after the expiration or earlier termination of the Term of the Lease, convey in accordance with such instructions, the Aircraft and all of the Owner Trustee's right, title and interest in and to the Aircraft or any part thereof for such amount, on such terms and to such purchaser or purchasers as shall be designated in such instructions, or retain, lease or otherwise dispose of the Aircraft or any part thereof as shall be specified in such instructions and as are consistent with this Indenture; and instructions; (iiie) 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 any financing statement (and any continuation statements statement with respect to any such financing statements statement) or any other similar document relating to the Lessor's Estate or the security interest interests and assignments created hereunder in by the Trust Indenture Estate Operative Agreements, as may be specified from time to time in written such 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 an execution form of such financing statement or such continuation statement so to be filedstatement, as the case may be); 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(vand (f) of the Refunding Agreement or any other Operative Document, may so request. Notwithstanding action as specified by 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 hereunderTrustor.

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, 5.03, 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 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.

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 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. (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 13(d)(i) and 10.05 hereof13(d)(iii) and except as otherwise provided in Section 13(d)(ii)(B), upon the written instructions at any time and from time to time of a Majority in Interest of Note Holdersthe Instructing Group, the Indenture Security Trustee shall take such of the following actions as may be specified in such written 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 under any other Indenture Operative Document or in respect of any part or all of the Trust Indenture Estate Collateral, as shall be specified in such written instructions; (ii) approve as satisfactory to the Security Trustee all matters expressly required by the terms hereof or of any other Operative Document to be satisfactory to the Security Trustee, it being understood that without the written instructions, the Security Trustee shall not approve any such matter as satisfactory to the Security Trustee; (iii) take such action with respect to, or to preserve or protect, the Trust Indenture Estate Collateral (including the discharge of Liens) as shall be specified in such written instructions and as are consistent with this Indenturethe terms hereunder and with the other Operative Documents; and (iiiiv) take such other action in respect of the subject matter of this Indenture Section 13 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 shall be specified from time to time in such 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 instructions. No implied duties or obligations 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 read into this Agreement or any other Operative Document, may so requestDocument against the Security Trustee. Notwithstanding the foregoing or anything Nothing in this Indenture Section 13(d)(ii) shall impair the right of (nor impose any obligation on) the Security Trustee, in its discretion, to take or omit to take in good faith any action that the Security Trustee in good faith determines to be reasonably necessary or appropriate in order to carry out said written instructions or to perform any of its duties expressly set forth herein or in any other Operative Document. (B) The Security Trustee agrees to provide to GFC and each of the Secured Parties, concurrently with the taking by the Security Trustee of any action pursuant to Section 13(d)(ii)(A), with notice of the taking of such action by the Security Trustee; provided that the failure to give any such notice to such persons shall not affect the validity of such exercise. (C) Subject to Section 13(d)(ii)(A), if the Security Trustee shall not have received written instructions from the Instructing Group as provided in Section 13(d)(i) within twenty (20) days after the mailing of notice of such Default Event to the contrarySecured Parties, the Indenture Security Trustee may, on subject to written instructions thereafter received pursuant to the advice provisions of Section 13(d)(i), 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 such Default Event as it shall determine advisable in the best interests of the Secured Parties and shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of his or her own affairs. In the absence of actual knowledge of an officer in the Corporate Trust Department or its counsel and without equivalent of the consent or approval Security Trustee, the Security Trustee shall not be deemed to have knowledge of any Note HolderDefault Event unless notified in writing of such Default or Event of Default by Ex-Im Bank, 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 ParticipantLender, the Owner Trustee Facility Agent or the Lessee have any liability for the failure of the Indenture Trustee to discharge its obligations hereunderSecured Subordinated Party.

Action Upon Instructions. Subject in all respects to the terms of the Operative Agreements, and subject further to the terms of Article 2 and Sections 2.123.03, 4.03, 4.04, 4.08, 4.09, 5.01, 5.03, 5.10, 9.01 3.05 and 10.05 3.06 hereof, upon the written instructions at any time and from time to time of a Majority in Interest the Trustor (which such Trustor agrees shall not be inconsistent with the provisions of Note Holdersthe Indenture so long as the Lien of the Indenture has not been discharged), the Indenture Owner Trustee shall will take such of the following actions as may be specified in such instructions: : (ia) 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 under the Operative Agreements, or take such other action hereunder or under any other Indenture Document or in respect of any part or all of the Trust Indenture Estate action, as shall be specified in such instructions; ; (iib) take such action with respect to, or to preserve or protect, protect the Trust Indenture Lessor's Estate (including the discharge of LiensLiens and encumbrances) as may be specified in such instructions; (c) approve as satisfactory to it all matters required by the terms of the Operative Agreements to be satisfactory to the Owner Trustee (it being understood that without written instructions of the Trustor, the Owner Trustee shall not approve any matter as satisfactory to it), except such approvals as may be required with respect to the Trustor's transfer of its Beneficial Interest pursuant to Article 5; (d) upon or after the expiration or earlier termination of the Term of the Lease, convey in accordance with such instructions, the Aircraft and all of the Owner Trustee's right, title and interest in and to the Aircraft or any part thereof for such amount, on such terms and to such purchaser or purchasers as shall be designated in such instructions, or retain, lease or otherwise dispose of the Aircraft or any part thereof as shall be specified in such instructions and as are consistent with this Indenture; and instructions; (iiie) 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 any financing statement (and any continuation statements statement with respect to any such financing statements statement) or any other similar document relating to the Lessor's Estate or the security interest interests and assignments created hereunder in by the Trust Indenture Estate Operative Agreements, as may be specified from time to time in written such 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 an execution form of such financing statement or such continuation statement so to be filedstatement, as the case may be); 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.and

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 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 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 in all respects to the terms of the Operative Agreements, and subject further to the terms of Article 2 and Sections 2.123.03, 4.03, 4.04, 4.08, 4.09, 5.01, 5.03, 5.10, 9.01 3.05 and 10.05 3.06 hereof, upon the written instructions at any time and from time to time of a Majority in Interest the Trustor (which the Trustor agrees shall not be inconsistent with the provisions of Note Holdersthe Indenture so long as the Lien of the Indenture has not been discharged), the Indenture Owner Trustee shall will take such of the following actions as may be specified in such instructions: : (ia) 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 under the Operative Agreements, or take such other action hereunder or under any other Indenture Document or in respect of any part or all of the Trust Indenture Estate action, as shall be specified in such instructions; ; (iib) take such action with respect to, or to preserve or protect, protect the Trust Indenture Lessor's Estate (including the discharge of LiensLiens and encumbrances) as may be specified in such instructions; (c) approve as satisfactory to it all matters required by the terms of the Operative Agreements to be satisfactory to the Owner Trustee (it being understood that without written instructions of the Trustor, the Owner Trustee shall not approve any matter as satisfactory to it), except such approvals as may be required with respect to the Trustor's transfer of its Beneficial Interest pursuant to Article 5; (d) upon or after the expiration or earlier termination of the Term of the Lease, convey in accordance with such instructions, the Aircraft and all of the Owner Trustee's right, title and interest in and to the Aircraft or any part thereof for such amount, on such terms and to such purchaser or purchasers as shall be designated in such instructions, or retain, lease or otherwise dispose of the Aircraft or any part thereof as shall be specified in such instructions and as are consistent with this Indenture; and instructions; (iiie) 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 any financing statement (and any continuation statements statement with respect to any such financing statements statement) or any other similar document relating to the Lessor's Estate or the security interest interests and assignments created hereunder in by the Trust Indenture Estate Operative Agreements, as may be specified from time to time in written such 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 an execution form of such financing statement or such continuation statement so to be filedstatement, as the case may be); 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(vand (f) of the Refunding Agreement or any other Operative Document, may so request. Notwithstanding action as specified by 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 hereunderTrustor.