Common use of Certain Rights Clause in Contracts

Certain Rights. The Mortgagee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ prior written notice of the date (the “Enforcement Date”) on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; provided, however, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ ' prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates (or, for so long as any Affiliate of The Boeing Company is the Owner Participant, six immediately preceding Basic Rent payment dates), or the Owner Trustee has cured six previous Events of Default (or for so long as any Affiliate of The Boeing Company is the Owner Participant, eight previous Events of Default) in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; providedPROVIDED, howeverHOWEVER, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees other holders of Secured Obligations in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt be entitled to seek to recover any such amount paid by it on behalf of the Lessee payment (or any payment in lieu thereof) except pursuant to this Section 4.03 except by demanding the foregoing right of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof)subrogation. Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee Indenture Trustee shall give the Note Certificate Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee Indenture Trustee has Actual Knowledge and and, if any such Event of Default results from a Lease Event of Default, shall give the Note Certificate Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), Indenture Trustee may commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to the provisions of Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the following rights set forth belowhereunder, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee Indenture Trustee shall have insufficient funds to make any payment of Original Principal Amount and interest on any Equipment Note Secured Certificate on the day it becomes due and payable, the Owner Trustee or the Owner Participant may, but shall not be obligated to to, pay the Mortgagee Indenture Trustee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Principal Amount and interest (including interest, if any, on any overdue payments of such portion of Original Principal Amount and interest) then due and payable on the Equipment NotesSecured Certificates, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee or the Owner Participant may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the sameagreement. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee Indenture Trustee in and to the Mortgaged Property. Upon any payment by the Owner Trustee or the Owner Participant pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee or the Owner Participant, as the case may be, shall be subrogated to the rights of the Mortgagee Indenture Trustee and the Note Certificate Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee or the Owner Participant, as the case may be, shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the MortgageeIndenture Trustee (and shall be entitled to bring an action against Lessee to enforce such payment); provided, however, that (i) if the Original Principal Amount and interest on the Equipment Notes Secured Certificates shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to all Secured Obligations Certificates shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders Indenture Trustee and the Indenture Indemnitees Certificate Holders in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt be entitled to seek to recover any such amount paid by it on behalf of the Lessee payment (or any payment in lieu thereof) except pursuant to this Section 4.03 except the foregoing right of subrogation by demanding of the Lessee payment of such amount, demand or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee suit for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03damages.

Certain Rights. The Mortgagee (a) If the Charterer shall give fail to -------------- make any payment of Base Hire under the Note HoldersCharter when the same shall become due, and if such failure of the Owner Trustee and Charterer to make such payment of Base Hire shall not constitute the Owner Participant prompt written notice of any fourth consecutive such failure or the seventh or subsequent cumulative such failure, then as long as no Indenture Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less (other than ten Business Days’ prior written notice of the date (the “Enforcement Date”) on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an arising from a Charter Event of Default not involving any failure to make any payments to which the Indenture Trustee or any Loan Participant is entitled hereunder when due) shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by Trust or the Owner Participant. If as a result Participant may (but need not), without consent or concurrence of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the LeaseIndenture Trustee or any Holder, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Datepay, in the manner provided in Section 2.04 hereof, 2.03 for application in accordance with Section 3.01 hereof4.01, to the Indenture Trustee, at any time prior to the day which is the eleventh day subsequent to the expiration of the grace period provided for in Article 21(1) of the Charter with respect to the payment of Base Hire (and the Indenture Trustee and the Holders of the Secured Notes shall not (without the prior written consent of the Owner Trust) declare the Charter in default pursuant to Article 22 thereof or exercise any of the rights, powers or remedies pursuant to Article 22 of the Charter or Section 5.04 hereof prior to the occurrence of such later date), an amount equal to the portion full amount of such payment of Base Hire, together with any interest due thereon on account of the Original Amount and interest (including interest, if any, on any overdue payments delayed payment thereof to the date of such portion of Original Amount payment in accordance with Section 2.03(c) hereof, and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture or the Owner Participant shall be deemed to cure cure, as of the date of such payment, any Indenture Event of Default which would otherwise have arisen on account arose from such failure of the nonpayment by Lessee of such installment of Basic Rent Charterer (but not including any other Default or Charter Event of Default which arising from the Charterer's failure to pay interest in respect of such overdue Base Hire for the period commencing on the date of such payment), but such cure shall not relieve the Charterer of any of its obligations. If the Charterer shall fail to perform or observe any covenant, condition or agreement to be performed or observed by it under the Charter or any other Charter Event of Default shall exist (other than the failure to pay Base Hire), and if (but only if) the performance or observance of such covenant, condition or agreement or the cure of such Charter Event of Default can be effected by the payment of money alone (it being understood that actions such as the obtaining of insurance can be so effected), then as long as no other Indenture Event of Default (other than those arising from a Charter Event of Default) shall have occurred and be continuing, the Owner Trust or the Owner Participant may (but need not). If , without consent or concurrence of the Indenture Trustee or any Holder, pay to the Indenture Trustee (or to such other person as may be entitled to receive the same), at any time prior to the day which is the later of (x) the eleventh day subsequent to notice of such failure or such Charter Event of Default by the Indenture Trustee to the Owner Trust or the Owner Participant and (y) the eleventh day subsequent to the expiration of the grace period, if any, provided with respect to such failure or such Charter Event of Default on the part of the Charterer in Article 21 of the Charter (and the Indenture Trustee shall not (without the prior written consent of the Owner Trust) declare the Charter in default pursuant to Article 22 thereof or exercise any of the rights, powers or remedies pursuant to such Article 22 or Section 5.04 hereof prior to the occurrence of such later date), all sums necessary to effect the performance or observance of such covenant or agreement of the Charterer or to cure such Charter Event of Default, together with any interest due thereon on account of the delayed payment thereof to the date of such payment, and such payment by the Owner Trust or the Owner Participant shall be deemed to cure as of the date of such payment any Indenture Event of Default which arose from such failure of the Charterer or such Charter Event of Default (other than including any Charter Event of Default arising from the Charterer's failure to pay interest in respect of such overdue payment for the nonpayment period commencing on the date of Basic Rent such payment), but such cure shall not relieve the Charterer of any of its obligations. (b) To the extent of any payment made by the Lessee) which can Owner Participant or the Owner Trust pursuant to Section 5.03(a), the Owner Participant or the Owner Trust, as the case may be, shall be cured by subrogated to the rights of the Holders hereunder to receive from the Indenture Trustee the payment of money has occurred, Assigned Hire or other amount for which such payment was made by the Owner Trustee mayParticipant or the Owner Trust, but as the case may be, and the Owner Participant or the Owner Trust, as the case may be, shall not be obligated to, cure such Event of Default by making entitled to receive such payment prior from the Indenture Trustee upon receipt thereof by the Indenture Trustee; provided, however, that no such amount shall be paid to the Enforcement Date Owner Participant or the Owner Trust, as is necessary to accomplish the observance case may be, unless all principal of and interest on the Secured Notes then due and payable and any other amounts then due and payable under the Secured Notes and this Indenture shall have been paid in full and no Indenture Default shall have occurred and be continuing. (c) Neither the Owner Trust nor the Owner Participant, upon exercising cure rights under Section 5.03(a) or performance rights under Section 6.08(a)(iii) or under Article 22(a) of the defaulted covenantCharter, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any part of the Mortgaged Property Indenture Estate or any Rent payable under the Lease for or Trust Estate on account of such payment for the costs or and expenses incurred in connection with the exercise of such righttherewith, nor shall any claim claims of the Owner Trustee Trust or the Owner Participant against Lessee or any other party the Charterer for the repayment of such costs or expenses thereof impair the prior right and security interest of the Mortgagee Indenture Trustee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant Indenture Estate or otherwise related to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee Indenture Estate. (d) If there shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to occur an Indenture Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; provided, however, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b5.02(a) hereof, such subrogation shall, until arising as a result of a failure by the Secured Obligations shall have been paid in full, be subordinate Charterer to the rights make any payment of the MortgageeAssigned Hire when due, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) Trustee shall so notify the Owner Trustee shall not otherwise attempt to recover any Trust in writing promptly upon such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03occurrence.

Certain Rights. The Mortgagee shall give In the Note Holders, the Owner Trustee and the Owner Participant prompt written notice event of any Event of Default of which default by the Mortgagee has Actual Knowledge and shall give Lessee in the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ prior written notice of the date (the “Enforcement Date”) on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise payment of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee installment of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note Owner Participant may, within ten calendar days (or such longer period ending on the second day it becomes due and payable, after the Owner Trustee may, but shall not be obligated to pay expiry of the Mortgagee prior to the Enforcement Date, applicable grace period specified in the manner Lease with respect to such default) after notice from the Indenture Trustee or the Lessee of such default, without the consent or concurrence of any Note Holder, pay, as provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount a sum equal to the portion amount of all (but not less than all) of the Original Principal Amount and interest as shall then (including interest, if any, on without regard to any overdue payments of such portion of Original Amount and interestacceleration pursuant to Section 4.04(b) then or (c) hereof) be due and payable on the Equipment Notes, and, unless . In the Owner Trustee has cured Events event of Default any default by the Lessee in respect of payments of Basic Rent on each of any obligation under the three immediately preceding Basic Rent Lease other than the payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, if such default can be remedied by the payment of money and the Owner Trustee shall have been furnished by the Owner Participant with all funds necessary for remedying such default, the Owner Participant may, within fifteen calendar days (or such longer period ending on the second day after the expiry of any applicable grace period specified in the Lease with respect to such default) after notice from the Indenture Trustee or the Lessee of such default, without the consent or concurrence of any Note Holder, instruct the Owner Trustee to exercise the Owner Trustee's rights under Section 21(d) of the Lease to perform such obligation on behalf of the Lessee. Solely for the purpose of determining whether there exists an Indenture Event of Default, (a) any timely payment by the Owner Trustee shallParticipant pursuant to, and in compliance with, the first sentence of this Section 4.03 shall be deemed to remedy (but solely for purposes of this Trust Indenture Indenture) any default by the Lessee in the payment of Basic Rent theretofore due and payable and to remedy (but solely for purposes of this Indenture) any default by the Owner Trustee in the payment of any amount due and payable under the Equipment Notes or hereunder, and (b) any timely performance by the Owner Trustee of any obligation of the Lessee under the Lease pursuant to, and in compliance with, the second sentence of this Section 4.03 shall be deemed to cure remedy (but solely for purposes of this Indenture) any default by the Lessee under the Lease to the same extent that like performance by the Lessee itself would have remedied such default (but any such payment or performance shall not relieve the Lessee of its duty to pay all Rent and perform all of its obligations pursuant to the Lease). If, on the basis specified in the preceding sentence, such Lease Event of Default which would otherwise shall have arisen on account of been remedied, then any declaration pursuant to the nonpayment by Lessee of such installment of Basic Rent (but not Lease that the Lease is in default, and any other Default declaration pursuant to this Indenture that the Equipment Notes are due and payable or that an Indenture Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurredexists hereunder, the Owner Trustee may, but shall not be obligated to, cure based upon such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Lease Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such rightshall be deemed to be rescinded, nor shall any claim of and the Owner Trustee against Lessee Participant or any other party for the repayment of such costs or expenses impair Owner Trustee, as the prior right and security interest of the Mortgagee in and case may be, shall (to the Mortgaged Property. Upon extent of any payment such payments made by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall it) be subrogated to the rights of the Mortgagee Note Holders hereunder to receive such payment of Rent from the Indenture Trustee (and the Note Holders in respect payment of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its such Rent being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunderoverdue), and thereafter, the Owner Trustee shall be entitled (entitled, so long as the application thereof shall not give rise to an no other Indenture Default or Indenture Event of Default hereunder) shall have occurred and be continuing, to receive receive, subject to the terms of this Indenture, such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon payment upon receipt thereof by the MortgageeIndenture Trustee; provided, however, provided that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee Participant shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (or by demanding Excepted Payments or Excepted Rights; provided, however, that at no time while an Indenture Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee Participant in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee Indenture Trustee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.; and provided, further, that

Certain Rights. The Mortgagee Indenture Trustee shall give the Note Certificate Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee Indenture Trustee has Actual Knowledge and and, if any such Event of Default results from a Lease Event of Default, shall give the Note Certificate Holders, the Owner Trustee and the Owner Participant not less than ten (10) Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), Indenture Trustee may commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to the provisions of Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the following rights set forth belowhereunder, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee Indenture Trustee shall have insufficient funds to make any payment of Original Principal Amount and interest on any Equipment Note Secured Certificate on the day it becomes due and payable, the Owner Trustee or the Owner Participant may, but shall not be obligated to to, pay the Mortgagee Indenture Trustee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Principal Amount and interest (including interest, if any, on any overdue payments of such portion of Original Principal Amount and interest) then due and payable on the Equipment NotesSecured Certificates, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee or the Owner Participant may, but shall not be obligated to, cure such Event of Default by making taking such payment action prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the sameagreement. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee Indenture Trustee in and to the Mortgaged Property. Upon any payment by the Owner Trustee or the Owner Participant pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee or the Owner Participant, as the case may be, shall be subrogated to the rights of the Mortgagee Indenture Trustee and the Note Certificate Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by the Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee or the Owner Participant, as the case may be, shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the MortgageeIndenture Trustee (and shall be entitled to bring an action against Lessee to enforce such payment); provided, however, that (i) if the Original Principal Amount and interest on the Equipment Notes Secured Certificates shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to all Secured Obligations Certificates shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders Indenture Trustee and the Indenture Indemnitees Certificate Holders in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt be entitled to seek to recover any such amount paid by it on behalf of the Lessee payment (or any payment in lieu thereof) except pursuant to this Section 4.03 except the foregoing right of subrogation by demanding of the Lessee payment of such amount, demand or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee suit for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03damages.

Certain Rights. The Mortgagee shall give In the Note Holders, the Owner Trustee and the Owner Participant prompt written notice event of any Event of Default of which default by the Mortgagee has Actual Knowledge and shall give Lessee in the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ prior written notice of the date (the “Enforcement Date”) on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise payment of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee installment of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note Owner Participant may, within ten calendar days (or such longer period ending on the second day it becomes due and payable, after the Owner Trustee may, but shall not be obligated to pay expiry of the Mortgagee prior to the Enforcement Date, applicable grace period specified in the manner Lease with respect to such default) after notice from the Indenture Trustee or the Lessee of such default, without the consent or concurrence of any Note Holder, pay, as provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount a sum equal to the portion amount of all (but not less than all) of the Original Principal Amount and interest as shall then (including interest, if any, on without regard to any overdue payments of such portion of Original Amount and interestacceleration pursuant to Section 4.04(b) then or (c) hereof) be due and payable on the Equipment Notes, and, unless . In the Owner Trustee has cured Events event of Default any default by the Lessee in respect of payments of Basic Rent on each of any obligation under the three immediately preceding Basic Rent Lease other than the payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, if such default can be remedied by the payment of money and the Owner Trustee shall have been furnished by the Owner Participant with all funds necessary for remedying such default, the Owner Participant may, within fifteen calendar days (or such longer period ending on the second day after the expiry of any applicable grace period specified in the Lease with respect to such default) after notice from the Indenture Trustee or the Lessee of such default, without the consent or concurrence of any Note Holder, instruct the Owner Trustee to exercise the Owner Trustee's rights under Section 21(d) of the Lease to perform such obligation on behalf of the Lessee. Solely for the purpose of determining whether there exists an Indenture Event of Default, (a) any timely payment by the Owner Trustee shallParticipant pursuant to, and in compliance with, the first sentence of this Section 4.03 shall be deemed to remedy (but solely for purposes of this Trust Indenture Indenture) any default by the Lessee in the payment of Basic Rent theretofore due and payable and to remedy (but solely for purposes of this Indenture) any default by the Owner Trustee in the payment of any amount due and payable under the Equipment Notes or hereunder, and (b) any timely performance by the Owner Trustee of any obligation of the Lessee under the Lease pursuant to, and in compliance with, the second sentence of this Section 4.03 shall be deemed to cure remedy (but solely for purposes of this Indenture) any default by the Trust Indenture Lessee under the Lease to the same extent that like performance by the Lessee itself would have remedied such default (but any such payment or performance shall not relieve the Lessee of its duty to pay all Rent and perform all of its obligations pursuant to the Lease). If, on the basis specified in the preceding sentence, such Lease Event of Default which would otherwise shall have arisen on account of been remedied, then any declaration pursuant to the nonpayment by Lessee of such installment of Basic Rent (but not Lease that the Lease is in default, and any other Default declaration pursuant to this Indenture that the Equipment Notes are due and payable or that an Indenture Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurredexists hereunder, the Owner Trustee may, but shall not be obligated to, cure based upon such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Lease Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such rightshall be deemed to be rescinded, nor shall any claim of and the Owner Trustee against Lessee Participant or any other party for the repayment of such costs or expenses impair Owner Trustee, as the prior right and security interest of the Mortgagee in and case may be, shall (to the Mortgaged Property. Upon extent of any payment such payments made by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall it) be subrogated to the rights of the Mortgagee Note Holders hereunder to receive such payment of Rent from the Indenture Trustee (and the Note Holders in respect payment of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its such Rent being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunderoverdue), and thereafter, the Owner Trustee shall be entitled (entitled, so long as the application thereof shall not give rise to an no other Indenture Default or Indenture Event of Default hereunder) shall have occurred and be continuing, to receive receive, subject to the terms of this Indenture, such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon payment upon receipt thereof by the MortgageeIndenture Trustee; provided, however, provided that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee Participant shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (or by demanding Excepted Payments or Excepted Rights; provided, however, that at no time while an Indenture Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee Participant in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee Indenture Trustee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.; and provided, further, that

Certain Rights. The Mortgagee Indenture Trustee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee Indenture Trustee has Actual Knowledge and and, if any such Event of Default results from a Lease Event of Default, shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten (10) Business Days’ Days prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, Indenture Trustee may (subject to the limitation notice provision set forth in Section 4.04(a), ) commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof, or the exercise of any remedy or remedies pursuant to, and in accordance with, the provisions of Section 15 of the Lease; provided, however, that in the event the Mortgagee Indenture Trustee shall have validly terminated the LeaseLease (or, in the event of a reorganization proceeding involving Lessee instituted under Chapter 11 of the Bankruptcy Code, such Lease is rejected), the Mortgagee Indenture Trustee shall not not, without the consent of the Owner Participant, sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee Indenture Trustee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten (10) Business Days’ Days prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the following rights set forth belowhereunder, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee Indenture Trustee shall have insufficient funds to make any payment of Original Principal Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee or the Owner Participant may, but shall not be obligated to to, pay the Mortgagee Indenture Trustee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Principal Amount and interest (including interest, if any, on any overdue payments of such portion of Original Principal Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three (3) immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six (6) previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture Indenture, be deemed to cure any Indenture Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Indenture Default or Indenture Event of Default which shall have occurred and be continuing). If any Lease Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee or the Owner Participant may, but shall not be obligated to, cure such Lease Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement. Such payment by the Owner Trustee or the Owner Participant shall, solely for the purposes of this Trust Indenture, be deemed to cure any Indenture Event of Default which would otherwise have arisen on account of the failure to observe or perform the defaulted covenant, condition or agreement to the party entitled to the same(but not any other Indenture Default or Indenture Event of Default). Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Indenture Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee Indenture Trustee in and to the Mortgaged Property. Upon any payment by the Owner Trustee or the Owner Participant pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee or the Owner Participant, as the case may be, shall be subrogated to the rights of the Mortgagee Indenture Trustee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by the Owner Trustee or the Owner Participant pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee or the Owner Participant, as the case may be, shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the MortgageeIndenture Trustee (and shall be entitled to bring an action against Lessee to enforce such payment); provided, however, that (i) if the Original Principal Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereofhereof (and such acceleration shall not have been rescinded pursuant to Section 4.04(b)), such subrogation shall, until the Secured Obligations Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to all Equipment Notes shall have been paid in full, be subordinate to the rights of the MortgageeIndenture Trustee, the Indenture Indemnitees and the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt be entitled to seek to recover any such amount paid by it on behalf of the Lessee payment (or any payment in lieu thereof) except pursuant to this Section 4.03 except the foregoing right of subrogation by demanding of the Lessee payment of such amount, demand or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee suit for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03damages.

Certain Rights. The Mortgagee (a) If the Charterer shall give fail to -------------- make any payment of Base Hire under the Note HoldersCharter when the same shall become due, and if such failure of the Owner Trustee and Charterer to make such payment of Base Hire shall not constitute the Owner Participant prompt written notice of any fourth consecutive such failure or the seventh or subsequent cumulative such failure, then as long as no Indenture Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less (other than ten Business Days’ prior written notice of the date (the “Enforcement Date”) on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an arising from a Charter Event of Default not involving any failure to make any payments to which the Indenture Trustee or any Loan Participant is entitled hereunder when due) shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by Trust or the Owner Participant. If as a result Participant may (but need not), without consent or concurrence of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the LeaseIndenture Trustee or any Holder, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Datepay, in the manner provided in Section 2.04 hereof, 2.03 for application in accordance with Section 3.01 hereof4.01, to the Indenture Trustee, at any time prior to the day which is the eleventh day subsequent to the expiration of the grace period provided for in Article 21(1) of the Charter with respect to the payment of Base Hire (and the Indenture Trustee and the Holders of the Secured Notes shall not (without the prior written consent of the Owner Trust) declare the Charter in default pursuant to Article 22 thereof or exercise any of the rights, powers or remedies pursuant to Article 22 of the Charter or Section 5.04 hereof prior to the occurrence of such later date), an amount equal to the portion full amount of such payment of Base Hire, together with any interest due thereon on account of the Original Amount and interest (including interest, if any, on any overdue payments delayed payment thereof to the date of such portion of Original Amount payment in accordance with Section 2.03(c) hereof, and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture or the Owner Participant shall be deemed to cure cure, as of the date of such payment, any Indenture Event of Default which would otherwise have arisen on account arose from such failure of the nonpayment by Lessee of such installment of Basic Rent Charterer (but not including any other Default or Charter Event of Default which arising from the Charterer's failure to pay interest in respect of such overdue Base Hire for the period commencing on the date of such payment), but such cure shall not relieve the Charterer of any of its obligations. If the Charterer shall fail to perform or observe any covenant, condition or agreement to be performed or observed by it under the Charter or any other Charter Event of Default shall exist (other than the failure to pay Base Hire), and if (but only if) the performance or observance of such covenant, condition or agreement or the cure of such Charter Event of Default can be effected by the payment of money alone (it being understood that actions such as the obtaining of insurance can be so effected), then as long as no other Indenture Event of Default (other than those arising from a Charter Event of Default) shall have occurred and be continuing, the Owner Trust or the Owner Participant may (but need not). If , without consent or concurrence of the Indenture Trustee or any Holder, pay to the Indenture Trustee (or to such other person as may be entitled to receive the same), at any time prior to the day which is the later of (x) the eleventh day subsequent to notice of such failure or such Charter Event of Default by the Indenture Trustee to the Owner Trust or the Owner Participant and (y) the eleventh day subsequent to the expiration of the grace period, if any, provided with respect to such failure or such Charter Event of Default on the part of the Charterer in Article 21 of the Charter (and the Indenture Trustee shall not (without the prior written consent of the Owner Trust) declare the Charter in default pursuant to Article 22 thereof or exercise any of the rights, powers or remedies pursuant to such Article 22 or Section 5.04 hereof prior to the occurrence of such later date), all sums necessary to effect the performance or observance of such covenant or agreement of the Charterer or to cure such Charter Event of Default, together with any interest due thereon on account of the delayed payment thereof to the date of such payment, and such payment by the Owner Trust or the Owner Participant shall be deemed to cure as of the date of such payment any Indenture Event of Default which arose from such failure of the Charterer or such Charter Event of Default (other than including any Charter Event of Default arising from the Charterer's failure to pay interest in respect of such overdue payment for the nonpayment period commencing on the date of Basic Rent such payment), but such cure shall not relieve the Charterer of any of its obligations. (b) To the extent of any payment made by the Lessee) which can be cured by Owner Participant or the payment of money has occurredOwner Trust pursuant to Section 5.03(a), the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance Participant or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall notTrust, as a result of exercising the right to cure any such Event of Defaultcase may be, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and Holders hereunder to receive from the Note Holders in respect Indenture Trustee the payment of the Basic Rent Assigned Hire or other amount for which was overdue at the time of such payment and interest payable was made by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, Participant or the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental RentTrust, as the case may be, and interest thereon the Owner Participant or the Owner Trust, as the case may be, shall be entitled to receive such payment from the Indenture Trustee upon receipt thereof by the MortgageeIndenture Trustee; provided, however, that (i) if no such amount shall be paid to the Original Amount Owner Participant or the Owner Trust, as the case may be, unless all principal of and interest on the Equipment Secured Notes shall have become then due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until and any other amounts then due and payable under the Secured Obligations Notes and this Indenture shall have been paid in full, full and no Indenture Default shall have occurred and be subordinate to continuing; provided that neither the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) Owner Participant nor the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee Charterer pursuant to this Section 4.03 5.03(a) except by demanding of the Lessee Charterer payment of such amount, amount or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for Charterer to require the payment of such amount amount. (c) Neither the Owner Trust nor the Owner Participant, upon exercising cure rights under Section 5.03(a) or taking appropriate action rights under Section 6.08(a)(iii) or under Article 22(a) of the Charter, shall obtain any Lien on any part of the Indenture Estate or Trust Estate on account of such payment for the costs and expenses incurred in a pending action at law connection therewith, nor shall any claims of the Owner Trust or the Owner Participant against the Lessee Charterer for the repayment thereof impair the prior right and security interest of the Indenture Trustee in and to the Indenture Estate or otherwise related to the Indenture Estate. (provided, that at no time while d) If there shall occur an Indenture Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continuedpursuant to Section 5.02(a) and any amounts nevertheless received arising as a result of a failure by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid toCharterer to make any payment of Assigned Hire when due, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither Indenture Trustee shall so notify the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified Trust in this Section 4.03writing promptly upon such occurrence.

Certain Rights. The Mortgagee Indenture Trustee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee Indenture Trustee has Actual Knowledge and and, if any such Event of Default results from a Lease Event of Default, shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten (10) Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, Indenture Trustee may (subject to the limitation notice provision set forth in Section 4.04(a), ) commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof, or the exercise of any remedy or remedies pursuant to, and in accordance with, the provisions of Section 15 of the Lease; provided, however, that in the event the Mortgagee Indenture Trustee shall have validly terminated the LeaseLease (or, in the event of a reorganization proceeding involving Lessee instituted under Chapter 11 of the Bankruptcy Code, such Lease is rejected), the Mortgagee Indenture Trustee shall not not, without the consent of the Owner Participant, sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee Indenture Trustee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten (10) Business Days’ ' prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the following rights set forth belowhereunder, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee Indenture Trustee shall have insufficient funds to make any payment of Original Principal Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee or the Owner Participant may, but shall not be obligated to to, pay the Mortgagee Indenture Trustee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Principal Amount and interest (including interest, if any, on any overdue payments of such portion of Original Principal Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three (3) immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six (6) previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture Indenture, be deemed to cure any Indenture Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Indenture Default or Indenture Event of Default which shall have occurred and be continuing). If any Lease Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee or the Owner Participant may, but shall not be obligated to, cure such Lease Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement. Such payment by the Owner Trustee or the Owner Participant shall, solely for the purposes of this Trust Indenture, be deemed to cure any Indenture Event of Default which would otherwise have arisen on account of the failure to observe or perform the defaulted covenant, condition or agreement to the party entitled to the same(but not any other Indenture Default or Indenture Event of Default). Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Indenture Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee Indenture Trustee in and to the Mortgaged Property. Upon any payment by the Owner Trustee or the Owner Participant pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee or the Owner Participant, as the case may be, shall be subrogated to the rights of the Mortgagee Indenture Trustee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee or the Owner Participant, as the case may be, shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the MortgageeIndenture Trustee (and shall be entitled to bring an action against Lessee to enforce such payment); provided, however, that (i) if the Original Principal Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereofhereof (and such acceleration shall not have been rescinded pursuant to Section 4.04(b)), such subrogation shall, until the Secured Obligations Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to all Equipment Notes shall have been paid in full, be subordinate to the rights of the MortgageeIndenture Trustee, the Indenture Indemnitees and the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt be entitled to seek to recover any such amount paid by it on behalf of the Lessee payment (or any payment in lieu thereof) except pursuant to this Section 4.03 except the foregoing right of subrogation by demanding of the Lessee payment of such amount, demand or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee suit for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03damages.

Certain Rights. The Mortgagee Indenture Trustee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee Indenture Trustee has Actual Knowledge and and, if any such Event of Default results from a Lease Event of Default, shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten (10) Business Days’ Days prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, Indenture Trustee may (subject to the limitation notice provision set forth in Section 4.04(a), ) commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof, or the exercise of any remedy or remedies pursuant to the provisions of Section 15 of the Lease; provided, however, that in the event the Mortgagee Indenture Trustee shall have validly terminated the LeaseLease (or, in the event of a reorganization proceeding involving Lessee instituted under Chapter 11 of the Bankruptcy Code, such Lease is rejected), the Mortgagee Indenture Trustee shall not not, without the consent of the Owner Participant, sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee Indenture Trustee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten (10) Business Days’ Days prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the following rights set forth belowhereunder, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee Indenture Trustee shall have insufficient funds to make any payment of Original Principal Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee or the Owner Participant may, but shall not be obligated to to, pay the Mortgagee Indenture Trustee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Principal Amount and interest (including interest, if any, on any overdue payments of such portion of Original Principal Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three (3) immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six (6) previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture Indenture, be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee or the Owner Participant may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the sameagreement. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee Indenture Trustee in and to the Mortgaged Property. Upon any payment by the Owner Trustee or the Owner Participant pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee or the Owner Participant, as the case may be, shall be subrogated to the rights of the Mortgagee Indenture Trustee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee or the Owner Participant, as the case may be, shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the MortgageeIndenture Trustee (and shall be entitled to bring an action against Lessee to enforce such payment); provided, however, that (i) if the Original Principal Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereofhereof (and such acceleration shall not have been rescinded pursuant to Section 4.04(b)), such subrogation shall, until the Secured Obligations Principal Amount of, interest on, Make- Whole Amount, if any, and all other amounts due with respect to all Equipment Notes shall have been paid in full, be subordinate to the rights of the MortgageeIndenture Trustee, the Indenture Indemnitees and the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt be entitled to seek to recover any such amount paid by it on behalf of the Lessee payment (or any payment in lieu thereof) except pursuant to this Section 4.03 except the foregoing right of subrogation by demanding of the Lessee payment of such amount, demand or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee suit for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03damages.

Certain Rights. The Mortgagee shall give In the Note Holders, the Owner Trustee and the Owner Participant prompt written notice event of any Event of Default of which default by the Mortgagee has Actual Knowledge and shall give Lessee in the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ prior written notice of the date (the “Enforcement Date”) on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise payment of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee installment of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note Owner Participant may, within ten calendar days (or such longer period ending on the day it becomes due and payable, expiry of the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, applicable grace period specified in the manner Lease with respect to such default) after notice of such default, without the consent or concurrence of any Note Holder, pay, as provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount a sum equal to the portion amount of all (but not less than all) of the Original Principal Amount and interest as shall then (including interest, if any, on without regard to any overdue payments of such portion of Original Amount and interestacceleration pursuant to Section 4.04(b) then or (c) hereof) be due and payable on the Equipment Notes, and, unless . In the Owner Trustee has cured Events event of Default any default by the Lessee in respect of payments of Basic Rent on each of any obligation under the three immediately preceding Basic Rent Lease other than the payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, if such default can be remedied by the payment of money and the Owner Trustee shall have been furnished by the Owner Participant with all funds necessary for remedying such default, the Owner Participant may, within fifteen calendar days (or such longer period ending on the expiry of any applicable grace period specified in the Lease with respect to such default) after notice of such default, without the consent or concurrence of any Note Holder, instruct the Owner Trustee shallto exercise the Owner Trustee's rights under Section 21(d) of the Lease to perform such obligation on behalf of the Lessee. Solely for the purpose of determining whether there exists an Indenture Event of Default, (a) any timely payment by Trust Indenture the Owner Participant pursuant to, and in compliance with, the first sentence of this Section 4.03 shall be deemed to remedy (but solely for purposes of this Trust Indenture Indenture) any default by the Lessee in the payment of Basic Rent theretofore due and payable and to remedy (but solely for purposes of this Indenture) any default by the Owner Trustee in the payment of any amount due and payable under the Equipment Notes or hereunder, and (b) any timely performance by the Owner Trustee of any obligation of the Lessee under the Lease pursuant to, and in compliance with, the second sentence of this Section 4.03 shall be deemed to cure remedy (but solely for purposes of this Indenture) any default by the Lessee under the Lease to the same extent that like performance by the Lessee itself would have remedied such default (but any such payment or performance shall not relieve the Lessee of its duty to pay all Rent and perform all of its obligations pursuant to the Lease). If, on the basis specified in the preceding sentence, such Lease Event of Default which would otherwise shall have arisen on account of been remedied, then any declaration pursuant to the nonpayment by Lessee of such installment of Basic Rent (but not Lease that the Lease is in default, and any other Default declaration pursuant to this Indenture that the Equipment Notes are due and payable or that an Indenture Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurredexists hereunder, the Owner Trustee may, but shall not be obligated to, cure based upon such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Lease Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such rightshall be deemed to be rescinded, nor shall any claim of and the Owner Trustee against Lessee Participant or any other party for the repayment of such costs or expenses impair Owner Trustee, as the prior right and security interest of the Mortgagee in and case may be, shall (to the Mortgaged Property. Upon extent of any payment such payments made by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall it) be subrogated to the rights of the Mortgagee Note Holders hereunder to receive such payment of Rent from the Indenture Trustee (and the Note Holders in respect payment of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its such Rent being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunderoverdue), and thereafter, the Owner Trustee shall be entitled (entitled, so long as the application thereof shall not give rise to an no other Indenture Default or Indenture Event of Default hereunder) shall have occurred and be continuing or would result therefrom, to receive receive, subject to the terms of this Indenture, such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon payment upon receipt thereof by the MortgageeIndenture Trustee; provided, however, provided that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee Participant shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (amount; provided, however, that at no time while an Indenture Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee Participant in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee Indenture Trustee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.; and provided, further, that

Certain Rights. The Mortgagee shall give In the Note Holders, the Owner Trustee and the Owner Participant prompt written notice event of any Event of Default of which default by the Mortgagee has Actual Knowledge and shall give Lessee in the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ prior written notice of the date (the “Enforcement Date”) on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise payment of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee installment of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note Owner Participant may, within ten calendar days (or such longer period ending on the day it becomes due and payable, expiry of the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, applicable grace period specified in the manner Lease with respect to such default) after notice of such default, without the consent or concurrence of any Note Holder, pay, as provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount a sum equal to the portion amount of all (but not less than all) of the Original Principal Amount and interest as shall then (including interest, if any, on without regard to any overdue payments of such portion of Original Amount and interestacceleration pursuant to Section 4.04(b) then or (c) hereof) be due and payable on the Equipment Notes, and, unless . In the Owner Trustee has cured Events event of Default any default by the Lessee in respect of payments of Basic Rent on each of any obligation under the three immediately preceding Basic Rent Lease other than the payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, if such default can be remedied by the payment of money and the Owner Trustee shall have been furnished by the Owner Participant with all funds necessary for remedying such default, the Owner Participant may, within fifteen calendar days (or such longer period ending on the expiry of any applicable grace period specified in the Lease with respect to such default) after notice of such default, without the consent or concurrence of any Note Holder, instruct the Owner Trustee to exercise the Owner Trustee's rights under Section 21(d) of the Lease to perform such obligation on behalf of the Lessee. Solely for the purpose of determining whether there exists an Indenture Event of Default, (a) any timely payment by the Owner Trustee shallParticipant pursuant to, and in compliance with, the first sentence of this Section 4.03 shall be deemed to remedy (but solely for purposes of this Trust Indenture Indenture) any default by the Lessee in the payment of Basic Rent theretofore due and payable and to remedy (but solely for purposes of this Indenture) any default by the Owner Trustee in the payment of any amount due and payable under the Equipment Notes or hereunder, and (b) any timely performance by the Owner Trustee of any obligation of the Lessee under the Lease pursuant to, and in compliance with, the second sentence of this Section 4.03 shall be deemed to cure remedy (but solely for purposes of this Indenture) any default by the Lessee under the Lease to the same extent that like performance by the Lessee itself would have remedied such default (but any such payment or performance shall not relieve the Lessee of its duty to pay all Rent and perform all of its obligations pursuant to the Lease). If, on the basis specified in the preceding sentence, such Lease Event of Default which would otherwise shall have arisen on account of been remedied, then any declaration pursuant to the nonpayment by Lessee of such installment of Basic Rent (but not Lease that the Lease is in default, and any other Default declaration pursuant to this Indenture that the Equipment Notes are due and payable or that an Indenture Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurredexists hereunder, the Owner Trustee may, but shall not be obligated to, cure based upon such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Lease Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such rightshall be deemed to be rescinded, nor shall any claim of and the Owner Trustee against Lessee Participant or any other party for the repayment of such costs or expenses impair Owner Trustee, as the prior right and security interest of the Mortgagee in and case may be, shall (to the Mortgaged Property. Upon extent of any payment such payments made by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall it) be subrogated to the rights of the Mortgagee Note Holders hereunder to receive such payment of Rent from the Indenture Trustee (and the Note Holders in respect payment of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its such Rent being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunderoverdue), and thereafter, the Owner Trustee shall be entitled (entitled, so long as the application thereof shall not give rise to an no other Indenture Default or Indenture Event of Default hereunder) shall have occurred and be continuing or would result therefrom, to receive receive, subject to the terms of this Indenture, such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon payment upon receipt thereof by the MortgageeIndenture Trustee; provided, however, provided that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee Participant shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (amount; provided, however, that at no time while an Indenture Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee Participant in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee Indenture Trustee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.; and provided, further, that

Certain Rights. The Mortgagee shall give In the Note Holders, the Owner Trustee and the Owner Participant prompt written notice event of any Event of Lease Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ prior written notice of the date (the “Enforcement Date”) on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect the payment of the nonpayment by Lessee any installment of Basic Lease Rent due under the Facility Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, Trust or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee Participant may, but shall not be obligated to, cure such Event within ten Business Days after the earlier of Default (a) receipt by making such payment prior to the Enforcement Date as is necessary to accomplish Owner Trust of notice of or (b) the observance or performance Owner Trust acquiring actual knowledge of the defaulted covenant, condition occurrence of such Lease Default or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Lease Event of Default, obtain any Lien on any without the consent or concurrence of the Mortgaged Property Lease Indenture Trustee or any Rent Holder, pay, as provided in Section 2.6 hereof, for application in accordance with Section 3.1 hereof, a sum equal to the amount of all (but not less than all) of the principal of, interest on and other amounts payable under or in respect of, the Lessor Notes as shall then be due and payable on the Lessor Notes (without giving effect to any acceleration pursuant to Section 4.4(b) or (c) hereof). If any other Lease Default or other Lease Event of Default occurs and the Owner Trust shall have been furnished (by or for or on the account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Participant) with all funds necessary for remedying such Lease Default or Lease Event of Default, the Owner Participant may, within ten Business Days after the earlier of (a) receipt by the Owner Trust of notice of or (b) the Owner Trust acquiring actual knowledge of the occurrence of such Lease Default or Lease Event of Default, without the consent or concurrence of the Lease Indenture Trustee against Lessee or any other party Holder, instruct the Owner Trust to exercise the Owner Trust's rights under Section 20 of the Facility Lease to perform such obligation on behalf of the Facility Lessee. Solely for the repayment purpose of such costs or expenses impair the prior right and security interest determining whether there exists a Lease Indenture Event of the Mortgagee in and to the Mortgaged Property. Upon Default, (a) any payment by the Owner Trustee Participant or the Owner Trust pursuant to, and in compliance with, the first sentence of this Section 4.3 shall be deemed to remedy any Lease Default or Lease Event of Default in the payment of installments of Basic Lease Rent theretofore due and payable and to remedy any default by the Owner Trust in the payment of any amount due and payable under the Lessor Notes or hereunder, and (b) any performance by the Owner Trust of any obligation of the Facility Lessee under the Facility Lease pursuant to, and in compliance with, the second sentence of this Section 4.3 shall be deemed to remedy any Lease Default or Lease Event of Default to the same extent that like performance by the Facility Lessee itself would have remedied such Lease Default or Lease Event of Default (but any such payment or performance shall not relieve the Facility Lessee of its duty to pay all Rent and perform all of its obligations pursuant to the first Facility Lease). If, on the basis specified in the preceding sentence, such Lease Default or second preceding paragraphs Lease Event of Default shall have been remedied, then any determination that the Facility Lease, and any declaration pursuant to this Section 4.03Indenture that the Lessor Notes are due and payable or that a Lease Indenture Default or Lease Indenture Event of Default exists hereunder, based upon such Lease Default or Lease Event of Default shall be deemed to be rescinded, and the Owner Trustee Participant shall (to the extent of any such payments made by or for the account of the Owner Trust) be subrogated to the rights of the Mortgagee Holders hereunder to receive such payment of Rent from the Facility Lessee (and the Note Holders in respect payment of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its such Rent from the Facility Lessee being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunderoverdue), and thereafter, the Owner Trustee shall be entitled (entitled, so long as the application thereof shall not give rise to an no other Lease Indenture Default or Lease Indenture Event of Default hereunder) shall have occurred or would result therefrom, to receive and retain such overdue Basic Rent or Supplemental Rentpayment from the Facility Lessee; PROVIDED, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; provided, howeverHOWEVER, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee Participant shall not, so long as this Indenture shall not have terminated, otherwise attempt to recover any such amount paid by it or for its account on behalf of the Facility Lessee pursuant to this Section 4.03 4.3 except by demanding of the Facility Lessee payment of such amount, amount or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Facility Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Facility Lessee and the Owner Participant will not obtain any Lien on any part of the Indenture Estate on account of such payment nor will any claim of the Owner Participant against the Facility Lessee or any other party for the repayment thereof impair the prior right and security interest of the Lease Indenture Trustee and the Holders in and to the Indenture Estate, as the case may be; PROVIDED, FURTHER, however, that (provided, that at no time while an Event a) this Section 4.3 shall not apply with respect to any cure of Default any default in the payment of Basic Lease Rent if such cure shall have occurred and be continuing shall any previously been effected with respect to (A) four consecutive payments of Basic Lease Rent immediately preceding the date of such demand be made default, or shall any such action be commenced (or continuedB) and any amounts nevertheless received by more than eight payments of Basic Lease Rent; and (b) neither the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee Trust nor the Owner Participant shall (without the prior written consent of the Required Holders) have the right to cure any Lease Event of Default or Lease Event of Default except as specified in this Section 4.034.3.

Certain Rights. The Mortgagee (a) If the Lessee shall give fail to make any payment of Basic Rent under the Note HoldersLease when the same shall become due, and if such failure of the Owner Trustee and Lessee to make such payment of Basic Rent shall not constitute the Owner Participant prompt written notice of any fourth consecutive such failure or the seventh or subsequent cumulative such failure, then as long as no Indenture Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less (other than ten Business Days’ prior written notice of the date (the “Enforcement Date”) on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the arising from a Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default not involving any failure to make any payments to which the Indenture Trustee or any Loan Participant is entitled hereunder when due) shall have occurred and be continuing, the Owner Participant or the Grantor Trustee shall have the rights set forth belowmay (but need not), any of which may be exercised directly by the Owner Participant. If as a result without consent or concurrence of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the LeaseIndenture Trustee or any Holder, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement DateIndenture Trustee, in the manner provided in Section 2.04 hereof2.03, for application in accordance with Section 3.01 hereof4.01, at any time prior to the day which is the 11th day subsequent to the expiration of the grace period provided for in Section l5(a) of the Lease with respect to the payment of Basic Rent (and the Indenture Trustee shall not, without the prior written consent of the Grantor Trustee, declare the Lease in default pursuant to Section 16 thereof or exercise any of the rights, powers or remedies pursuant to such Section 16 or Section 5.04 hereof prior to the occurrence of such later date), an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments payment of Basic Rent sufficient to pay the principal and interest then due on each the Secured Notes, together with any interest due thereon on account of the three immediately preceding Basic Rent delayed payment datesthereof to the date of such payment in accordance with Section 2.03(c) hereof, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, and such payment by the Owner Participant or the Grantor Trustee shall, solely for purposes of this Trust Indenture shall be deemed to cure as of the date of such payment any Indenture Event of Default which would otherwise have arisen on account arose from such failure of the nonpayment by Lessee of such installment of Basic Rent (but not including any other Default or Lease Event of Default which arising from the Lessee's failure to pay interest in respect of such overdue Basic Rent for the period commencing on the date of such payment), but such cure shall not relieve the Lessee of any of its obligations. If the Lessee shall fail to perform or observe any covenant, condition or agreement to be performed or observed by it under the Lease or any other Lease Event of Default shall exist (other than the failure to pay Basic Rent), and if (but only if) the performance or observance of such covenant, condition or agreement or the cure of such Lease Event of Default can be effected by the payment of money alone (it being understood that actions such as the obtaining of insurance can be so effected), then as long as no other Indenture Event of Default (other than those arising from a Lease Event of Default) shall have occurred and be continuing, the Owner Participant or the Grantor Trustee may (but need not). If , without consent or concurrence of the Indenture Trustee or any Holder, pay to the Indenture Trustee (or to such other person as may be entitled to receive the same), at any time prior to the day which is the later of (x) the 11th day subsequent to notice of such failure or such Lease Event of Default by the Indenture Trustee to the Grantor Trustee or the Owner Participant and (y) the 11th day subsequent to the expiration of the grace period, if any, provided with respect to such failure or such Lease Event of Default on the part of the Lessee in Section 15 of the Lease (and the Indenture Trustee shall not (without the prior written consent of the Grantor Trustee) declare the Lease in default pursuant to Section 16 thereof or exercise any of the rights, powers or remedies pursuant to such Section 16 or Section 5.04 hereof prior to the occurrence of such later date), all sums necessary to effect the performance or observance of such covenant or agreement of the Lessee or to cure such Lease Event of Default, together with any interest due thereon on account of the delayed payment thereof to the date of such payment, and such payment by the Owner Participant or the Grantor Trustee shall be deemed to cure as of the date of such payment any Indenture Event of Default which arose from such failure of the Lessee or such Lease Event of Default (other than including any Lease Event of Default arising from the Lessee's failure to pay interest in respect of such overdue payment for the nonpayment period commencing on the date of Basic Rent by such payment), but such cure shall not relieve the Lessee) which can be cured by Lessee of any of its obligations; provided that the payment of money has occurred, Grantor Trustee and the Owner Trustee mayParticipant, but collectively, shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Lease Event of DefaultDefault if the total amount outstanding and not reimbursed to such parties exceeds in the aggregate $10,000,000. (b) To the extent of any payment made by the Grantor Trustee or the Owner Participant pursuant to Section 5.03(a), the Grantor Trustee or the Owner Participant, as the case may be, shall be subrogated to the rights of the Holders hereunder to receive from the Indenture Trustee the payment of Basic Rent or other amount for which such payment was made by the Grantor Trustee or the Owner Participant, as the case may be, and the Grantor Trustee or the Owner Participant, as the case may be, shall be entitled to receive such payment from the Indenture Trustee upon receipt thereof by the Indenture Trustee; provided, however, that no such amount shall be paid to the Grantor Trustee or the Owner Participant, as the case may be, unless all principal of and interest on the Secured Notes then due and payable and any other amounts then due and payable under the Secured Notes and this Indenture shall have been paid in full and no Indenture Default shall have occurred and be continuing. (c) The Grantor Trustee, upon exercising cure rights under Section 5.03(a) or rights under Section 6.08(a)(iii) or under Section 18.1 of the Lease shall not obtain any Lien on any part of the Mortgaged Property Indenture Estate or any Rent payable under Trust Estate (including the Lease for or Louisiana Trust Estate) on account of such payment for the costs or and expenses incurred in connection with the exercise of such right, therewith nor shall any claim claims of the Owner Grantor Trustee against the Lessee or any other party Person for the repayment of such costs or expenses thereof impair the prior right and security interest of the Mortgagee Indenture Trustee in and to the Mortgaged Property. Upon any payment by Indenture Estate or otherwise related to the Owner Trustee Indenture Estate. (d) If there shall occur an Indenture Event of Default pursuant to the first or second preceding paragraphs Section 5.02 (a) arising as a result of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable a failure by the Lessee on account to make any payment of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafterwhen due, the Owner Indenture Trustee shall be entitled (so long as notify the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; provided, however, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Grantor Trustee in respect thereof shall be held in trust for the benefit of, and writing promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03upon such occurrence.

Certain Rights. The Mortgagee Loan Trustee shall give the Note HoldersNoteholders, the Owner Trustee and the Owner Participant prompt written notice of any Indenture Event of Default of which the Mortgagee Indenture Trustee has Actual Knowledge actual knowledge and shall give the Note HoldersNoteholders, the Owner Trustee and the Owner Participant not less than ten (10) Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), Loan Trustee may commence and consummate the exercise of any remedy or remedies described in Section 4.048.02, 4.05 8.04, 8.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease8.06, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to the provisions of Section 15 of the Lease. If an Indenture Event of Default shall have occurred and be continuing, the Owner Trustee shall have the following rights set forth belowhereunder, any of which may be exercised directly by the Owner Participant. If as a result of any default by the occurrence Lessee in the payment of an Event of Default in respect of the nonpayment by Lessee any installment of Basic Rent due under the Lease, the Mortgagee Loan Trustee shall have insufficient funds to make any payment of Original Amount the principal of and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee mayor the Owner Participant through the Owner Trustee, but shall not be obligated may pay to pay the Mortgagee Loan Trustee prior to the Enforcement Date, in the manner as provided in Section 2.04 2.03 hereof, for application in accordance with Section 3.01 hereof, an amount 3.02 hereof a sum equal to the portion amount of all (but not less than all) of the Original Amount principal and interest (including interest, if any, on any overdue payments payment of such portion of Original Amount principal and interest) as shall then (without regard to any acceleration pursuant to Section 8.02 hereof) be due and payable on the Equipment Notes, Notes and, unless the Owner Trustee has cured Indenture Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, dates or the Owner Trustee has cured an aggregate of six previous Indenture Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture Indenture, be deemed to cure any Indenture Event of Default which would otherwise have arisen on account of the nonpayment by the Lessee of such installment of Basic Rent (but not as to any other Indenture Default or Indenture Event of Default which shall have occurred and be continuing). If In the event of any Event of Default (default by the Lessee in any obligation under the Lease other than in respect of the nonpayment payment of Basic Rent by the Lessee) which Rent, if such default can be cured remedied by the payment of money has occurred(it being understood that defaults requiring action such as the obtaining of insurance and the procuring of maintenance services can be so remedied) and the Owner Trustee shall have been furnished (by the Owner Participant) with all funds necessary for remedying such default, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary Date, without the consent or concurrence of any Noteholder, instruct the Owner Trustee to accomplish exercise the observance Owner Trustee's rights under Section 23 of the Lease to perform such obligation on behalf of the Lessee or the Owner Participant may directly exercise the Owner Trustee's rights under Section 23 of the Lease. Solely for the purpose of determining whether there exists an Indenture Event of Default, (a) any payment by the Owner Trustee, pursuant to, and in compliance with, the first sentence of this Section 8.03 shall be deemed to remedy any default by the Lessee in the payment of installments of Basic Rent theretofore due and payable and to remedy any corresponding default by the Owner Trustee in payment of any amount due and payable under the Equipment Notes or hereunder, and (b) any performance by the Owner Trustee or the Owner Participant of any obligation of the Lessee under the Lease pursuant to, and in compliance with, the second sentence of this Section 8.03 shall be deemed to remedy any Lease Event of Default to the same extent that like performance by the Lessee itself would have remedied such Lease Event of Default (but any such payment or performance shall not relieve the Lessee of its duty to pay all Rent and perform all of its obligations pursuant to the Lease). If, on the basis specified in the preceding sentence, such Lease Event of Default shall have been remedied, then any declaration pursuant to Section 15 of the defaulted covenantLease that the Lease is in default, condition and any declaration pursuant to this Indenture that the Equipment Notes are due and payable or agreement that an Indenture Event of Default exists hereunder, based upon such Lease Event of Default, shall be deemed to the party entitled to the samebe rescinded. Except as hereinafter in this Section 4.03 8.03 provided, neither the Owner Trustee shall notnor the Owner Participant shall, as a result of exercising the right to cure any such Indenture Event of Default, obtain any Lien on any of the Mortgaged Property Indenture Estate or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee or the Owner Participant against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee Loan Trustee in and to the Mortgaged PropertyIndenture Estate. Upon any payment by The Owner Participant or the Owner Trustee pursuant Trustee, as applicable, shall (to the first or second preceding paragraphs extent of this Section 4.03, the Owner Trustee shall any such payments made by it) be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) Noteholders hereunder to receive such overdue payment of Basic Rent or Supplemental Rent, as Rent from the case may beLoan Trustee (and the payment of interest on account of such Rent being overdue), and interest thereon shall be entitled, so long as no other Indenture Default or Indenture Event of Default shall have occurred or would result therefrom, to receive such payment upon receipt thereof by the MortgageeLoan Trustee; provided, however, provided that (ia) if the Original Amount principal of and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) 8.02 hereof, such subrogation shall, until the Secured Obligations principal of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to all Equipment Notes shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders Loan Trustee and the Indenture Indemnitees Noteholders in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (iib) the Owner Trustee Participant or the Owner Trustee, as applicable, shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 8.03 except by demanding of the Lessee payment of such amount, amount or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, Lessee; provided further that at no time while an Indenture Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee Participant or the Owner Trustee, as applicable, in respect thereof shall be held in trust for the benefit of, of and promptly paid to, the Mortgagee Loan Trustee for distribution as provided in Section 3.03 3.04 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ ' prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; providedPROVIDED, howeverHOWEVER, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (providedPROVIDED, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ ' prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three [three] [six] immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six [six] [eight] Insert appropriate term for Owner Participant Insert appropriate term for Owner Participant previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; providedPROVIDED, howeverHOWEVER, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (providedPROVIDED, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ ' prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three [three] [six] immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six [six] [eight] previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee ---------------- Insert appropriate term for Owner Participant Insert appropriate term for Owner Participant against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; providedPROVIDED, howeverHOWEVER, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (providedPROVIDED, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee Indenture Trustee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee Indenture Trustee has Actual Knowledge and and, if any such Event of Default results from a Lease Event of Default, shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten (10) Business Days’ Days prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, Indenture Trustee may (subject to the limitation notice provision set forth in Section 4.04(a), ) commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof, or the exercise of any remedy or remedies pursuant to the provisions of Section 15 of the Lease; provided, however, that in the event the Mortgagee Indenture Trustee shall have validly terminated the LeaseLease (or, in the event of a reorganization proceeding involving Lessee instituted under Chapter 11 of the Bankruptcy Code, such Lease is rejected), the Mortgagee Indenture Trustee shall not not, without the consent of the Owner Participant, sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee Indenture Trustee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten (10) Business Days’ Days prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the following rights set forth belowhereunder, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee Indenture Trustee shall have insufficient funds to make any payment of Original Principal Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee or the Owner Participant may, but shall not be obligated to to, pay the Mortgagee Indenture Trustee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Principal Amount and interest (including interest, if any, on any overdue payments of such portion of Original Principal Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three (3) immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six (6) previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture Indenture, be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee or the Owner Participant may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the sameagreement. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee Indenture Trustee in and to the Mortgaged Property. Upon any payment by the Owner Trustee or the Owner Participant pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee or the Owner Participant, as the case may be, shall be subrogated to the rights of the Mortgagee Indenture Trustee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee or the Owner Participant, as the case may be, shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the MortgageeIndenture Trustee (and shall be entitled to bring an action against Lessee to enforce such payment); provided, however, that (i) if the Original Principal Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereofhereof (and such acceleration shall not have been rescinded pursuant to Section 4.04(b)), such subrogation shall, until the Secured Obligations Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to all Equipment Notes shall have been paid in full, be subordinate to the rights of the MortgageeIndenture Trustee, the Indenture Indemnitees and the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt be entitled to seek to recover any such amount paid by it on behalf of the Lessee payment (or any payment in lieu thereof) except pursuant to this Section 4.03 except the foregoing right of subrogation by demanding of the Lessee payment of such amount, demand or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee suit for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03damages.

Certain Rights. The Mortgagee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ ' prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three [three] [six] immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six [six] [eight] previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; provided, however, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee Insert appropriate term for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.Insert appropriate term for Owner Participant

Certain Rights. The Mortgagee shall give In the Note Holders, the Owner Trustee and the Owner Participant prompt written notice event of any Event of Lease Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ prior written notice of the date (the “Enforcement Date”) on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect the payment of the nonpayment by Lessee any installment of Basic Lease Rent due under the Facility Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, Trust or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee Participant may, but shall not be obligated to, cure such Event within ten Business Days after the earlier of Default (a) receipt by making such payment prior to the Enforcement Date as is necessary to accomplish Owner Trust of notice of or (b) the observance or performance Owner Trust acquiring actual knowledge of the defaulted covenant, condition occurrence of such Lease Default or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Lease Event of Default, obtain any Lien on any without the consent or concurrence of the Mortgaged Property Lease Indenture Trustee or any Rent Holder, pay, as provided in Section 2.6 hereof, for application in accordance with Section 3.1 hereof, a sum equal to the amount of all (but not less than all) of the principal of, interest on and other amounts payable under or in respect of, the Lessor Notes as shall then be due and payable on the Lessor Notes (without giving effect to any acceleration pursuant to Section 4.4(b) or (c) hereof). If any other Lease Default or other Lease Event of Default occurs and the Owner Trust shall have been furnished (by or for or on the account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Participant) with all funds necessary for remedying such Lease Default or Lease Event of Default, the Owner Participant may, within ten Business Days after the earlier of (a) receipt by the Owner Trust of notice of or (b) the Owner Trust acquiring actual knowledge of the occurrence of such Lease Default or Lease Event of Default, without the consent or concurrence of the Lease Indenture Trustee against Lessee or any other party Holder, instruct the Owner Trust to exercise the Owner Trust's rights under Section 20 of the Facility Lease to perform such obligation on behalf of the Facility Lessee. Solely for the repayment purpose of such costs or expenses impair the prior right and security interest determining whether there exists a Lease Indenture Event of the Mortgagee in and to the Mortgaged Property. Upon Default, (a) any payment by the Owner Trustee Participant or the Owner Trust pursuant to, and in compliance with, the first sentence of this Section 4.3 shall be deemed to remedy any Lease Default or Lease Event of Default in the payment of installments of Basic Lease Rent theretofore due and payable and to remedy any default by the Owner Trust in the payment of any amount due and payable under the Lessor Notes or hereunder, and (b) any performance by the Owner Trust of any obligation of the Facility Lessee under the Facility Lease pursuant to, and in compliance with, the second sentence of this Section 4.3 shall be deemed to remedy any Lease Default or Lease Event of Default to the same extent that like performance by the Facility Lessee itself would have remedied such Lease Default or Lease Event of Default (but any such payment or performance shall not relieve the Facility Lessee of its duty to pay all Rent and perform all of its obligations pursuant to the first Facility Lease). If, on the basis specified in the preceding sentence, such Lease Default or second preceding paragraphs Lease Event of Default shall have been remedied, then any determination that the Facility Lease, and any declaration pursuant to this Section 4.03Indenture that the Lessor Notes are due and payable or that a Lease Indenture Default or Lease Indenture Event of Default exists hereunder, based upon such Lease Default or Lease Event of Default shall be deemed to be rescinded, and the Owner Trustee Participant shall (to the extent of any such payments made by or for the account of the Owner Trust) be subrogated to the rights of the Mortgagee Holders hereunder to receive such payment of Rent from the Facility Lessee (and the Note Holders in respect payment of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its such Rent from the Facility Lessee being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunderoverdue), and thereafter, the Owner Trustee shall be entitled (entitled, so long as the application thereof shall not give rise to an no other Lease Indenture Default or Lease Indenture Event of Default hereunder) shall have occurred or would result therefrom, to receive and retain such overdue Basic Rent or Supplemental Rentpayment from the Facility Lessee; PROVIDED, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; provided, howeverHOWEVER, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee Participant shall not, so long as this Indenture shall not have terminated, otherwise attempt to recover any such amount paid by it or for its account on behalf of the Facility Lessee pursuant to this Section 4.03 4.3 except by demanding of the Facility Lessee payment of such amount, amount or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Facility Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Facility Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant will not obtain any Lien on any part of the Indenture Estate on account of such payment nor will any claim of the Owner Participant against the Facility Lessee or any other party for the repayment thereof impair the prior right and security interest of the Lease Indenture Trustee and the Holders in and to the Indenture Estate, as the case may be; PROVIDED, FURTHER, however, that (a) this Section 4.3 shall not apply with respect to any cure of any default in the payment of Basic Lease Rent if such cure shall have previously been effected with respect to (A) four consecutive payments of Basic Lease Rent immediately preceding the right to cure any date of such default, or (B) more than eight payments of Basic Lease Event of Default or Lease Default except as specified in this Section 4.03.Rent; and

Certain Rights. The Mortgagee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ ' prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three [three] [six] immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six [six] [eight] previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event Insert appropriate term for Owner Participant Insert appropriate term for Owner Participant of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; providedPROVIDED, howeverHOWEVER, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (providedPROVIDED, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee Indenture Trustee shall give the Note Certificate Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee Indenture Trustee has Actual Knowledge and and, if any such Event of Default results from a Lease Event of Default, shall give the Note Certificate Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ Days prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), Indenture Trustee may commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to the provisions of Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the following rights set forth belowhereunder, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee Indenture Trustee shall have insufficient funds to make any payment of Original Principal Amount and interest on any Equipment Note Secured Certificate on the day it becomes due and payable, the Owner Trustee or the Owner Participant may, but shall not be obligated to to, pay the Mortgagee Indenture Trustee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Principal Amount and interest (including interest, if any, on any overdue payments of such portion of Original Principal Amount and interest) then due and payable on the Equipment NotesSecured Certificates, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee or the Owner Participant may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the sameagreement. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee Indenture Trustee in and to the Mortgaged Property. Upon any payment by the Owner Trustee or the Owner Participant pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee or the Owner Participant, as the case may be, shall be subrogated to the rights of the Mortgagee Indenture Trustee and the Note Certificate Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee or the Owner Participant, as the case may be, shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the MortgageeIndenture Trustee (and shall be entitled to bring an action against Lessee to enforce such payment); provided, however, that (i) if the Original Principal Amount and interest on the Equipment Notes Secured Certificates shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to all Secured Obligations Certificates shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders Indenture Trustee and the Indenture Indemnitees Certificate Holders in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt be entitled to seek to recover any such amount paid by it on behalf of the Lessee payment (or any payment in lieu thereof) except pursuant to this Section 4.03 except the foregoing right of subrogation by demanding of the Lessee payment of such amount, demand or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee suit for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03damages.

Certain Rights. The Mortgagee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ Days prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ Days prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance per- formance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; provided, however, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee Indenture Trustee shall give the Note Certificate Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee Indenture Trustee has Actual Knowledge and and, if any such Event of Default results from a Lease Event of Default, shall give the Note Certificate Holders, the Owner Trustee and the Owner Participant not less than ten (10) Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), Indenture Trustee may commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to the provisions of Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the following rights set forth belowhereunder, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee Indenture Trustee shall have insufficient funds to make any payment of Original Principal Amount and interest on any Equipment Note Secured Certificate on the day it becomes due and payable, the Owner Trustee or the Owner Participant may, but shall not be obligated to to, pay the Mortgagee Indenture Trustee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Principal Amount and interest (including interest, if any, on any overdue payments of such portion of Original Principal Amount and interest) then due and payable on the Equipment NotesSecured Certificates, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee or the Owner Participant may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the sameagreement. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee Indenture Trustee in and to the Mortgaged Property. Upon any payment by the Owner Trustee or the Owner Participant pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee or the Owner Participant, as the case may be, shall be subrogated to the rights of the Mortgagee Indenture Trustee and the Note Certificate Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by the Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee or the Owner Participant, as the case may be, shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the MortgageeIndenture Trustee (and shall be entitled to bring an action against Lessee to enforce such payment); provided, however, that (i) if the Original Principal Amount and interest on the Equipment Notes Secured Certificates shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to all Secured Obligations Certificates shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders Indenture Trustee and the Indenture Indemnitees Certificate Holders in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt be entitled to seek to recover any such amount paid by it on behalf of the Lessee payment (or any payment in lieu thereof) except pursuant to this Section 4.03 except the foregoing right of subrogation by demanding of the Lessee payment of such amount, demand or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee suit for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03damages.

Certain Rights. The Mortgagee (a) If the Charterer shall give fail to -------------- make any payment of Base Charter Hire under the Note HoldersCharter when the same shall become due, and if such failure of the Owner Trustee and Charterer to make such payment of Base Charter Hire shall not constitute the Owner Participant prompt written notice of any fourth consecutive such failure or the sixth or subsequent cumulative such failure, then as long as no Indenture Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less (other than ten Business Days’ prior written notice of the date (the “Enforcement Date”) on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an arising from a Charter Event of Default not involving any failure to make any payments to which the Indenture Trustee or any Loan Participant is entitled hereunder when due) shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, Participant or the Owner Trustee maymay (but need not), but shall not be obligated to pay without consent or concurrence of the Mortgagee prior to the Enforcement DateIndenture Trustee or any Holder, in the manner provided in Section 2.04 hereof2.03, for application in accordance with Section 3.01 hereof4.01, pay to the Indenture Trustee, at any time prior to the day which is the 11th day subsequent to the expiration of the grace period provided for in Section 17(a)(i) of the Charter with respect to the payment of Base Charter Hire (and the Indenture Trustee shall not (without the prior written consent of the Owner Trustee) declare the Charter in default pursuant to Section 18 thereof or exercise any of the rights, powers or remedies pursuant to such Section 18 of the Charter or Section 5.04 hereof prior to the occurrence of such later date), an amount equal to the portion full amount of such payment of Base Charter Hire, together with any interest due thereon on account of the Original Amount and interest (including interestdelayed payment thereof to, if anybut not including, on any overdue payments the date of such portion of Original Amount payment in accordance with Section 2.03(c) hereof, and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Participant or the Owner Trustee shall, solely for purposes of this Trust Indenture shall be deemed to cure as of the date of such payment any Indenture Event of Default which would otherwise have arisen on account arose from such failure of the nonpayment by Lessee of such installment of Basic Rent Charterer (but not including any other Default or Charter Event of Default which arising from the Charterer's failure to pay interest in respect of such overdue Base Charter Hire for the period commencing on the date of such payment), but such cure shall not relieve the Charterer of any of its obligations. If the Charterer shall fail to perform or observe any covenant, condition or agreement to be performed or observed by it under the Charter or any other Charter Event of Default shall exist (other than the failure to pay Base Charter Hire), and if (but only if) the performance or observance of such covenant, condition or agreement or the cure of such Charter Event of Default can be effected by the payment of money alone (it being understood that actions such as the obtaining of insurance can be so effected), then as long as no other Indenture Event of Default (other than those arising from a Charter Event of Default) shall have occurred and be continuing, the Owner Participant or the Owner Trustee may (but need not). If , without consent or concurrence of the Indenture Trustee or any Holder, pay to the Indenture Trustee (or to such other person as may be entitled to receive the same), at any time prior to the day which is the later of (x) the 11th day subsequent to notice of such failure or such Charter Event of Default by the Indenture Trustee to the Owner Trustee or the Owner Participant and (y) the 11th day subsequent to the expiration of the grace period, if any, provided with respect to such failure or such Charter Event of Default on the part of the Charterer in Section 17 of the Charter (and the Indenture Trustee shall not (without the prior written consent of the Owner Trustee) declare the Charter in default pursuant to Section 18 thereof or exercise any of the rights, powers or remedies pursuant to such Section 18 or Section 5.04 hereof prior to the occurrence of such later date), all sums necessary to effect the performance or observance of such covenant or agreement of the Charterer or to cure such Charter Event of Default, together with any interest due thereon on account of the delayed payment thereof to, but not including, the date of such payment, and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure as of the date of such payment any Indenture Event of Default which arose from such failure of the Charterer or such Charter Event of Default (other than including any Charter Event of Default arising from the Charterer's failure to pay interest in respect of such overdue payment for the nonpayment period commencing on the date of Basic Rent such payment), but such cure shall not relieve the Charterer of any of its obligations; provided that the Owner Trustee -------- and the Owner Participant, collectively, shall not be entitled to cure any such default or Charter Event of Default if the total amount previously expended and not reimbursed by the LesseeCharterer or the Guarantor for curing such Charter Events of Default and the amount which would be expended in connection with any such Charter Event of Default would exceed in the aggregate 2% of the Total Vessel Cost. (b) which can be cured To the extent of any payment made by the payment of money has occurredOwner Trustee or the Owner Participant pursuant to Section 5.03(a), the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall notParticipant, as a result of exercising the right to cure any such Event of Defaultcase may be, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and Indenture Trustee hereunder (or in the Note Holders in respect case of the Basic Rent second sentence of Section 5.03(a), to the rights of the Indenture Trustee or such other person, as the case may be) to receive the payment of Base Charter Hire or other amount for which was overdue at the time of such payment and interest payable was made by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as or the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental RentOwner Participant, as the case may be, and interest thereon the Owner Trustee or the Owner Participant, as the case may be, shall be entitled to receive such payment from the Indenture Trustee upon receipt thereof by the MortgageeIndenture Trustee; provided, however, that (i) if no such amount -------- ------- shall be paid to the Original Amount Owner Trustee or the Owner Participant, as the case may be, unless all principal of and interest on the Equipment Secured Notes shall have become then due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until and any other amounts then due and payable under the Secured Obligations Notes and this Indenture shall have been paid in full, full and no Indenture Default shall have occurred and be subordinate to continuing; provided that neither the rights of Owner Participant nor the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the -------- Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee Charterer pursuant to this Section 4.03 5.03(a) except by demanding of the Lessee Charterer payment of such amount, amount or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for Charterer to require the payment of such amount amount. (c) The Owner Trustee, upon exercising cure rights under Section 5.03(a) or taking appropriate action rights under Section 6.08(a)(iii) or under Section 20(a) of the Charter, shall not obtain any Lien on any part of the Indenture Estate or Trust Estate on account of such payment for the costs and expenses incurred in a pending action at law connection therewith, nor shall any claims of the Owner Trustee against the Lessee Charterer or any other Person for the repayment thereof impair the prior right and security interest of the Indenture Trustee in and to the Indenture Estate or otherwise related to the Indenture Estate. (provided, that at no time while d) If there shall occur an Indenture Event of Default pursuant to Section 5.02(a) arising as a result of a failure by the Charterer to make any payment of Base Charter Hire when due, the Indenture Trustee shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by so notify the Owner Trustee in respect thereof shall be held in trust for the benefit of, and writing promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03upon such occurrence.

Certain Rights. The Mortgagee Loan Trustee shall give the Note HoldersNoteholders, the Owner Trustee and the Owner Participant prompt written notice of any Indenture Event of Default (regardless of a cure thereof) of which the Mortgagee Loan Trustee has Actual Knowledge and and, if any such Indenture Event of Default results from a Lease Event of Default, shall give the Note HoldersNoteholders, the Owner Trustee and the Owner Participant not less than ten 10 Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), Loan Trustee may commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to the provisions of Section 15 of the Lease. If an Indenture Event of Default shall have occurred and be continuing, the Owner Trustee shall have the following rights set forth belowhereunder, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Indenture Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee Loan Trustee shall have insufficient funds to make any payment of Original Amount principal amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee or Owner Participant may, but shall not be obligated to to, pay the Mortgagee Loan Trustee prior to the Enforcement Date, in the manner provided in Section 2.04 2.03 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount principal amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount principal amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Indenture Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six previous Indenture Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Indenture Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Indenture Default or Indenture Event of Default which shall have occurred and be continuing). If any Indenture Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee or Owner Participant may, but shall not be obligated to, cure such Indenture Event of Default by making taking such payment action prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement agreement. Solely for the purpose of determining whether there exists an Indenture Event of Default, (a) any payment by Owner Participant pursuant to, and in compliance with, the second preceding paragraph of this Section 4.03 shall be deemed to remedy any default by Lessee in the payments of installments of Basic Rent theretofore due and payable and to remedy any default by Owner Trustee in the payment of any amount due and payable under the Equipment Notes or hereunder (but the same shall not relieve Lessee of its duty to pay all Rent and perform all of its obligations pursuant to the party entitled Lease), and (b) any performance by Owner Trustee of any obligation of Lessee under the Lease pursuant to, and in compliance with, the first preceding paragraph of this Section 4.03 shall be deemed to remedy any Lease Event of Default to the samesame extent that like performance by Lessee itself would have remedied such Lease Event of Default (but the same shall not relieve Lessee of its duty to pay all Rent and perform all of its obligations pursuant to the Lease). If, on the basis specified in the preceding sentence, any Lease Event of Default shall have been remedied, then any declaration pursuant to Section 15 of the Lease that the Lease is in default, and any declaration pursuant to this Indenture that the Equipment Notes are due and payable or that an Indenture Event of Default exists based upon such Lease Event of Default, shall be deemed to be rescinded. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Indenture Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee Loan Trustee in and to the Mortgaged Property. Upon any payment by the Owner Trustee or Owner Participant pursuant to the first second or second third preceding paragraphs of this Section 4.03, the Owner Trustee or Owner Participant, as the case may be, shall be subrogated to the rights of the Mortgagee Loan Trustee and the Note Holders Noteholders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately second preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee or Owner Participant, as the case may be, shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the MortgageeLoan Trustee (and shall be entitled to bring an action against Lessee to enforce such payment); provided, however, that (i) if the Original Amount unpaid principal amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) 4.04 hereof, such subrogation shall, until the Secured Obligations principal amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to all Equipment Notes shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders Loan Trustee and the Indenture Indemnitees Noteholders in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt be entitled to seek to recover any such amount paid by it on behalf of the Lessee payment (or any payment in lieu thereof) except pursuant to this Section 4.03 except the foregoing right of subrogation by demanding of the Lessee payment of such amount, demand or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee suit for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03damages.

Certain Rights. The Mortgagee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ Days prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ Days prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for 44 -38- application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; provided, however, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee Loan Trustee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee Loan Trustee has Actual Knowledge and and, if any such Event of Default results from a Lease Event of Default, shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), Loan Trustee may commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to the provisions of Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the following rights set forth belowhereunder, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee Loan Trustee shall have insufficient funds so as to make any payment of the Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee or the Owner Participant may, but shall not be obligated to to, pay the Mortgagee Loan Trustee prior to the Enforcement Date, in the manner provided in Section 2.04 2.05 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three six immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six twelve previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such such, installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee or the Owner Participant may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the sameagreement. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee Loan Trustee in and to the Mortgaged Property. Upon any payment by the Owner Trustee or the Owner Participant pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee or the Owner Participant, as the case may be, shall be subrogated to the rights of the Mortgagee Loan Trustee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee or the Owner Participant, as the case may be, shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon (in each case as long as the application thereof shall not give rise to an Event of Default hereunder) upon receipt thereof by the MortgageeLoan Trustee (and shall be entitled to bring an action against Lessee to enforce such payment); provided, however, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the MortgageeLoan Trustee, the Note Holders and the Indenture Mortgage Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt or be entitled to seek to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee Loan Trustee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ ' prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day 36 301 it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; provided, however, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee shall give In the Note Holders, the Owner Trustee and the Owner Participant prompt written notice event of any Event of Default of which default by the Mortgagee has Actual Knowledge and shall give Lessee in the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ prior written notice of the date (the “Enforcement Date”) on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise payment of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee installment of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note Owner Participant may, within ten calendar days (or such longer period ending on the second day it becomes due and payable, after the Owner Trustee may, but shall not be obligated to pay expiry of the Mortgagee prior to the Enforcement Date, applicable grace period specified in the manner Lease with respect to such default) after notice from the Indenture Trustee or the Lessee of such default, without the consent or concurrence of any Note Holder, pay, as provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount a sum equal to the portion amount of all (but not less than all) of the Original Principal Amount and interest as shall then (including interest, if any, on without regard to any overdue payments of such portion of Original Amount and interestacceleration pursuant to Section 4.04(b) then or (c) hereof) be due and payable on the Equipment Notes, and, unless . In the Owner Trustee has cured Events event of Default any default by the Lessee in respect of payments of Basic Rent on each of any obligation under the three immediately preceding Basic Rent Lease other than the payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, if such default can be remedied by the payment of money and the Owner Trustee shall have been furnished by the Owner Participant with all funds necessary for remedying such default, the Owner Participant may, within fifteen calendar days (or such longer period ending on the second day after the expiry of any applicable grace period specified in the Lease with respect to such default) after notice from the Indenture Trustee or the Lessee of such default, without the consent or concurrence of any Note Holder, instruct the Owner Trustee to exercise the Owner Trustee's rights under Section 21(d) of the Lease to perform such obligation on behalf of the Lessee. Solely for the purpose of determining whether there exists an Indenture Event of Default, (a) any timely payment by the Owner Trustee shallParticipant pursuant to, and in compliance with, the first sentence of this Section 4.03 shall be deemed to remedy (but solely for purposes of this Trust Indenture be deemed to cure Indenture) any Event of Default which would otherwise have arisen on account of default by the nonpayment by Lessee of such installment in the payment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; provided, however, that (i) if the Original Amount and interest on the Equipment Notes shall have become theretofore due and payable pursuant and to Section 4.04(bremedy (but solely for purposes of this Indenture) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received default by the Owner Trustee in respect thereof shall be held in trust for the benefit ofpayment of any amount due and payable under the Equipment Notes or hereunder, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither (b) any timely performance by the Owner Trustee nor of any obligation of the Owner Participant shall have Lessee under the right to cure any Lease Event pursuant to, and in compliance with, the second sentence of Default or Lease Default except as specified in this Section 4.03.4.03 shall be deemed to remedy (but solely for purposes of this Indenture) any default by the

Certain Rights. The Mortgagee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ ' prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three [three] [six] immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six [six] [eight] previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; providedPROVIDED, howeverHOWEVER, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (providedPROVIDED, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and Insert appropriate term for Owner Participant Insert appropriate term for Owner Participant any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee shall give In the Note Holders, the Owner Trustee and the Owner Participant prompt written notice event of any Event of Default of which default by the Mortgagee has Actual Knowledge and shall give Lessee in the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ prior written notice of the date (the “Enforcement Date”) on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise payment of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee installment of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note Owner Participant may, within ten calendar days (or such longer period ending on the second day it becomes due and payable, after the Owner Trustee may, but shall not be obligated to pay expiry of the Mortgagee prior to the Enforcement Date, applicable grace period specified in the manner Lease with respect to such default) after notice from the Indenture Trustee or the Lessee of such default, without the consent or concurrence of any Note Holder, pay, as provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount a sum equal to the portion amount of all (but not less than all) of the Original Principal Amount and interest as shall then (including interest, if any, on without regard to any overdue payments of such portion of Original Amount and interestacceleration pursuant to Section 4.04(b) then or (c) hereof) be due and payable on the Equipment Notes, and, unless . In the Owner Trustee has cured Events event of Default any default by the Lessee in respect of payments of Basic Rent on each of any obligation under the three immediately preceding Basic Rent Lease other than the payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, if such default can be remedied by the payment of money and the Owner Trustee shall have been furnished by the Owner Participant with all funds necessary for remedying such default, the Owner Participant may, within fifteen calendar days (or such longer period ending on the second day after the expiry of any applicable grace period specified in the Lease with respect to such default) after notice from the Indenture Trustee or the Lessee of such default, without the consent or concurrence of any Note Holder, instruct the Owner Trustee to exercise the Owner Trustee's rights under Section 21(d) of the Lease to perform such obligation on behalf of the Lessee. Solely for the purpose of determining whether there exists an Indenture Event of Default, (a) any timely payment by the Owner Trustee shallParticipant pursuant to, and in compliance with, the first sentence of this Section 4.03 shall be deemed to remedy (but solely for purposes of this Trust Indenture Indenture) any default by the Lessee in the payment of Basic Rent theretofore due and payable and to remedy (but solely for purposes of this Indenture) any default by the Owner Trustee in the payment of any amount due and payable under the Equipment Notes or hereunder, and (b) any timely performance by the Owner Trustee of any obligation of the Lessee under the Lease pursuant to, and in compliance with, the second sentence of this Section 4.03 shall be deemed to cure remedy (but solely for purposes of this Indenture) any default by the Lessee under the Lease to the same extent that like performance by the Lessee itself would have remedied such default (but any such payment or performance shall not relieve the Lessee of its duty to pay all Rent and perform all of its obligations pursuant to the Lease). If, on the basis specified in the preceding Trust Indenture 59 - 54 - sentence, such Lease Event of Default which would otherwise shall have arisen on account of been remedied, then any declaration pursuant to the nonpayment by Lessee of such installment of Basic Rent (but not Lease that the Lease is in default, and any other Default declaration pursuant to this Indenture that the Equipment Notes are due and payable or that an Indenture Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurredexists hereunder, the Owner Trustee may, but shall not be obligated to, cure based upon such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Lease Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such rightshall be deemed to be rescinded, nor shall any claim of and the Owner Trustee against Lessee Participant or any other party for the repayment of such costs or expenses impair Owner Trustee, as the prior right and security interest of the Mortgagee in and case may be, shall (to the Mortgaged Property. Upon extent of any payment such payments made by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall it) be subrogated to the rights of the Mortgagee Note Holders hereunder to receive such payment of Rent from the Indenture Trustee (and the Note Holders in respect payment of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its such Rent being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunderoverdue), and thereafter, the Owner Trustee shall be entitled (entitled, so long as the application thereof shall not give rise to an no other Indenture Default or Indenture Event of Default hereunder) shall have occurred and be continuing, to receive receive, subject to the terms of this Indenture, such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon payment upon receipt thereof by the MortgageeIndenture Trustee; provided, however, provided that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee Participant shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (or by demanding Excepted Payments or Excepted Rights; provided, however, that at no time while an Indenture Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee Participant in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee Indenture Trustee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.; and provided, further, that

Certain Rights. The Mortgagee shall give promptly notify the Note Holders, the Owner Trustee Trustee, and the Owner Participant prompt written notice of any Mortgage Event of Default of which the Mortgagee has Actual Knowledge Knowledge, and shall give the Note Holders, the Owner Trustee Trustee, and the Owner Participant not less than ten 10 Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, may (subject to the limitation set forth in Section (S) 4.04(a), ) commence and consummate the exercise of any remedy or remedies described in Section (S) 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease(S) 4.05, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof(S) 4.06. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant Participant, and the Lessee at least ten 10 Business Days’ ' prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections (S) 14 and (S) 15 of the Lease or any termination cancellation of the Lease or of the exercise of any remedy or remedies pursuant to Section (S) 15 of the Lease. If an a Mortgage Event of Default shall have occurred and be continuingexists, the Owner Trustee shall have the rights set forth belowbelow in this (S) 4.03, any of which may be exercised directly by the Owner Participant. If If, as a result of the occurrence of an a Mortgage Event of Default in respect of the arising from Lessee's nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall does not have insufficient sufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, may (but shall not be obligated to) pay to pay the Mortgagee prior to before the Enforcement Date, in the manner provided in Section 2.04 hereof(S) 2.04, for application in accordance with Section 3.01 hereof(S) 3.01, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Mortgage Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six previous Mortgage Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture Mortgage, be deemed to cure any Mortgage Event of Default which would otherwise have arisen on account of the Lessee's nonpayment by Lessee of such installment of Basic Rent (but not any other Mortgage Default or Event of Default which shall have occurred and be continuingthat exists). If Owner Trustee may (but shall not be obligated to) cure any Mortgage Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurredmoney, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to before the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition condition, or agreement to the party entitled to the same. Except as hereinafter in this Section (S) 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Mortgage Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second two preceding paragraphs of this Section (S) 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an no Special Default or Mortgage Event of Default hereunderexists) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; provided, however, that (ia) if the Original Amount and interest on the Equipment Notes shall have has become due and payable pursuant to Section (S) 4.04(b) hereof), such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders Holders, and the Indenture Mortgage Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent Rent, and such interest interest, and (iib) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section (S) 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an a Special Default or Mortgage Event of Default shall have occurred and be continuing exists shall any such demand be made or shall any such action be commenced (or continued) ), and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof(S) 3.03). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee Indenture Trustee shall give the Note Certificate Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee Indenture Trustee has Actual Knowledge and and, if any such Event of Default results from a Lease Event of Default, shall give the Note Certificate Holders, the Owner Trustee and the Owner Participant not less than ten (10) Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), Indenture Trustee may commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to the provisions of Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the following rights set forth belowhereunder, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee Indenture Trustee shall have insufficient funds to make any payment of Original Principal Amount and interest on any Equipment Note Secured Certificate on the day it becomes due and payable, the Owner Trustee or the Owner Participant may, but shall not be obligated to to, pay the Mortgagee Indenture Trustee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Principal Amount and interest (including interest, if any, on any overdue payments of such portion of Original Principal Amount and interest) then due and payable on the Equipment NotesSecured Certificates, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three six immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six twelve previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee or the Owner Participant may, but shall not be obligated to, cure such Event of Default by making taking such payment action prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the sameagreement. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee Indenture Trustee in and to the Mortgaged Property. Upon any payment by the Owner Trustee or the Owner Participant pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee or the Owner Participant, as the case may be, shall be subrogated to the rights of the Mortgagee Indenture Trustee and the Note Certificate Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by the Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee or the Owner Participant, as the case may be, shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the MortgageeIndenture Trustee (and shall be entitled to bring an action against Lessee to enforce such payment); provided, however, that (i) if the Original Principal Amount and interest on the Equipment Notes Secured Certificates shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to all Secured Obligations Certificates shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders Indenture Trustee and the Indenture Indemnitees Certificate Holders in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt be entitled to seek to recover any such amount paid by it on behalf of the Lessee payment (or any payment in lieu thereof) except pursuant to this Section 4.03 except the foregoing right of subrogation by demanding of the Lessee payment of such amount, demand or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee suit for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03damages.

Certain Rights. The Mortgagee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ prior written notice of the date (the “Enforcement Date”) on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient TABLE OF CONTENTS funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three 18 immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six 36 previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; provided, however, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, however, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless TABLE OF CONTENTS received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee Loan Trustee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee Loan Trustee has Actual Knowledge and and, if any such Event of Default results from a Lease Event of Default that can be cured by the payment of money, shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), Loan Trustee may commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof, or the exercise of any remedy or remedies pursuant to the provisions of Section 15 of the Lease; provided, however, that in the event the Mortgagee Loan Trustee shall have validly terminated the Lease, the Mortgagee Loan Trustee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee Loan Trustee shall give the Owner Trustee, Trustee and the Owner Participant and the Lessee at least ten Business Days’ ' prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the following rights set forth belowhereunder, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee Loan Trustee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to to, pay the Mortgagee Loan Trustee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on 849 50 account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee Loan Trustee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee Loan Trustee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the MortgageeLoan Trustee; provided, however, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the MortgageeLoan Trustee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law 850 51 against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee Loan Trustee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.. 851 52

Certain Rights. The Mortgagee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ ' prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three [three] [six] immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six [six] [eight] previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses ---------- Insert appropriate term for Owner Participant. Insert appropriate term for Owner Participant. impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; providedPROVIDED, howeverHOWEVER, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (providedPROVIDED, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ ' prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three [three] [six] immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six [six] [eight] previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have ---------- Insert appropriate term for Owner Participant Insert appropriate term for Owner Participant arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; providedPROVIDED, howeverHOWEVER, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (providedPROVIDED, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee (a) If the Lessee shall give fail to make -------------- any payment of Basic Rent under the Note HoldersLease when the same shall become due, and if such failure of the Owner Trustee and Lessee to make such payment of Basic Rent shall not constitute the Owner Participant prompt written notice of any fourth consecutive such failure or the seventh or subsequent cumulative such failure, then as long as no Indenture Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less (other than ten Business Days’ prior written notice of the date (the “Enforcement Date”) on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the arising from a Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default not involving any failure to make any payments to which the Indenture Trustee or any Loan Participant is entitled hereunder when due) shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, Participant or the Owner Trustee maymay (but need not), but shall not be obligated to pay without consent or concurrence of the Mortgagee prior to the Enforcement DateIndenture Trustee or any Holder, in the manner provided in Section 2.04 hereof2.03, for application in accordance with Section 3.01 hereof4.01, pay to the Indenture Trustee, at any time prior to the day which is the 11th day subsequent to the expiration of the grace period provided for in Section 15(a) of the Lease with respect to the payment of Basic Rent (and the Indenture Trustee shall not (without the prior written consent of the Owner Trustee) declare the Lease in default pursuant to Section 16 thereof or exercise any of the rights, powers or remedies pursuant to such Section 16 of the Lease or Section 5.04 hereof prior to the occurrence of such later date), an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments full amount of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, together with any interest due thereon on account of the delayed payment thereof to, but not including, the date of such payment in accordance with Section 2.03(c) hereof, and such payment by the Owner Participant or the Owner Trustee shall, solely for purposes of this Trust Indenture shall be deemed to cure as of the date of such payment any Indenture Event of Default which would otherwise have arisen on account arose from such failure of the nonpayment by Lessee of such installment of Basic Rent (but not including any other Default or Lease Event of Default which arising from the Lessee's failure to pay interest in respect of such overdue Basic Rent for the period commencing on the date of such payment), but such cure shall not relieve the Lessee of any of its obligations. If the Lessee shall fail to perform or observe any covenant, condition or agreement to be performed or observed by it under the Lease or any other Lease Event of Default shall exist (other than the failure to pay Basic Rent), and if (but only if) the performance or observance of such covenant, condition or agreement or the cure of such Lease Event of Default can be effected by the payment of money alone (it being understood that actions such as the obtaining of insurance can be so effected), then as long as no other Indenture Event of Default (other than those arising from a Lease Event of Default) shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Participant or the Owner Trustee maymay (but need not), but shall not without consent or concurrence of the Indenture Trustee or any Holder, pay to the Indenture Trustee (or to such other person as may be obligated toentitled to receive the same), cure at any time prior to the day which is the later of (x) the 11th day subsequent to notice of such failure or such Lease Event of Default by making such payment prior the Indenture Trustee to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; provided, however, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have and (y) the right 11th day subsequent to cure any the expiration of the grace period, if any, provided with respect to such failure or such Lease Event of Default on the part of the Lessee in Section 15 of the Lease (and the Indenture Trustee shall not (without the prior written consent of the Owner Trustee) declare the Lease in default pursuant to Section 16 thereof or Lease Default except as specified in this exercise any of the rights, powers or remedies pursuant to such Section 4.03.16 or

Certain Rights. The Mortgagee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ ' prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three [three] [six] immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six [six] [eight] previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Insert appropriate term for Owner Participant Insert appropriate term for Owner Participant Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; providedPROVIDED, howeverHOWEVER, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (providedPROVIDED, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee Indenture Trustee shall give the Note Certificate Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee Indenture Trustee has Actual Knowledge and and, if any such Event of Default results from a Lease Event of Default, shall give the Note Certificate Holders, the Owner Trustee and the Owner Participant not less than ten (10) Business Days’ ' prior written notice of the date (the “Enforcement Date”"ENFORCEMENT DATE") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), Indenture Trustee may commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to the provisions of Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the following rights set forth belowhereunder, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee Indenture Trustee shall have insufficient funds to make any payment of Original Principal Amount and interest on any Equipment Note Secured Certificate on the day it becomes due and payable, the Owner Trustee or the Owner Participant may, but shall not be obligated to to, pay the Mortgagee Indenture Trustee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Principal Amount and interest (including interest, if any, on any overdue payments of such portion of Original Principal Amount and interest) then due and payable on the Equipment NotesSecured Certificates, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee or the Owner Participant may, but shall not be obligated to, cure such Event of Default by making taking such payment action prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the sameagreement. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee Indenture Trustee in and to the Mortgaged Property. Upon any payment by the Owner Trustee or the Owner Participant pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee or the Owner Participant, as the case may be, shall be subrogated to the rights of the Mortgagee Indenture Trustee and the Note Certificate Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by the Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee or the Owner Participant, as the case may be, shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the MortgageeIndenture Trustee (and shall be entitled to bring an action against Lessee to enforce such payment); providedPROVIDED, howeverHOWEVER, that (i) if the Original Principal Amount and interest on the Equipment Notes Secured Certificates shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to all Secured Obligations Certificates shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders Indenture Trustee and the Indenture Indemnitees Certificate Holders in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt be entitled to seek to recover any such amount paid by it on behalf of the Lessee payment (or any payment in lieu thereof) except pursuant to this Section 4.03 except the foregoing right of subrogation by demanding of the Lessee payment of such amount, demand or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee suit for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03damages.

Certain Rights. The Mortgagee shall give In the Note Holders, the Owner Trustee and the Owner Participant prompt written notice event of any Event of Default of which default by the Mortgagee has Actual Knowledge and shall give Lessee in the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ prior written notice of the date (the “Enforcement Date”) on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise payment of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee installment of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note Owner Participant may, within ten calendar days (or such longer period ending on the day it becomes due and payable, expiry of the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, applicable grace period specified in the manner Lease with respect to such default) after notice of such default, without the consent or concurrence of any Note Holder, pay, as provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount a sum equal to the portion amount of all (but not less than all) of the Original Principal Amount and interest as shall then (including interest, if any, on without regard to any overdue payments of such portion of Original Amount and interestacceleration pursuant to Section 4.04(b) then or (c) hereof) be due and payable on the Equipment Notes, and, unless . In the Owner Trustee has cured Events event of Default any default by the Lessee in respect of payments of Basic Rent on each of any obligation under the three immediately preceding Basic Rent Lease other than the payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, if such default can be remedied by the payment of money and the Owner Trustee shall have been furnished by the Owner Participant with all funds necessary for remedying such default, the Owner Participant may, within fifteen calendar days (or such longer period ending on the expiry of any applicable grace period specified in the Lease with respect to such default) after notice of such default, without the consent or concurrence of any Note Holder, instruct the Owner Trustee to exercise the Owner Trustee's rights under Section 21(d) of the Lease to perform such obligation on behalf of the Lessee. Solely for the purpose of determining whether there exists an Indenture Event of Default, (a) any timely payment by the Owner Trustee shallParticipant pursuant to, and in compliance with, the first sentence of this Section 4.03 shall be deemed to remedy (but solely for purposes of this Indenture) any default by the Lessee in the payment of Basic Rent theretofore due and payable Trust Indenture and to remedy (but solely for purposes of this Indenture) any default by the Owner Trustee in the payment of any amount due and payable under the Equipment Notes or hereunder, and (b) any timely performance by the Owner Trustee of any obligation of the Lessee under the Lease pursuant to, and in compliance with, the second sentence of this Section 4.03 shall be deemed to cure remedy (but solely for purposes of this Indenture) any default by the Lessee under the Lease to the same extent that like performance by the Lessee itself would have remedied such default (but any such payment or performance shall not relieve the Lessee of its duty to pay all Rent and perform all of its obligations pursuant to the Lease). If, on the basis specified in the preceding sentence, such Lease Event of Default which would otherwise shall have arisen on account of been remedied, then any declaration pursuant to the nonpayment by Lessee of such installment of Basic Rent (but not Lease that the Lease is in default, and any other Default declaration pursuant to this Indenture that the Equipment Notes are due and payable or that an Indenture Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurredexists hereunder, the Owner Trustee may, but shall not be obligated to, cure based upon such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Lease Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such rightshall be deemed to be rescinded, nor shall any claim of and the Owner Trustee against Lessee Participant or any other party for the repayment of such costs or expenses impair Owner Trustee, as the prior right and security interest of the Mortgagee in and case may be, shall (to the Mortgaged Property. Upon extent of any payment such payments made by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall it) be subrogated to the rights of the Mortgagee Note Holders hereunder to receive such payment of Rent from the Indenture Trustee (and the Note Holders in respect payment of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its such Rent being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunderoverdue), and thereafter, the Owner Trustee shall be entitled (entitled, so long as the application thereof shall not give rise to an no other Indenture Default or Indenture Event of Default hereunder) shall have occurred and be continuing or would result therefrom, to receive receive, subject to the terms of this Indenture, such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon payment upon receipt thereof by the MortgageeIndenture Trustee; provided, however, provided that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee Participant shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (amount; provided, however, that at no time while an Indenture Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee Participant in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee Indenture Trustee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.; and provided, further, that

Certain Rights. The Mortgagee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ ' prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three 18 immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six 36 previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; providedPROVIDED, howeverHOWEVER, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (providedPROVIDED, HOWEVER, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ Days prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ Days prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates (or, for so long as any Affiliate of The Boeing Company is the Owner Participant, six immediately preceding Basic Rent payment dates), or the Owner Trustee has cured six previous Events of Default (or for so long as any Affiliate of The Boeing Company is the Owner Participant, eight previous Events of Default) in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; providedPROVIDED, howeverHOWEVER, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, Mortgagee and the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt be entitled to seek to recover any such amount paid by it on behalf of the Lessee payment (or any payment in lieu thereof) except pursuant to this Section 4.03 except by demanding the foregoing right of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof)subrogation. Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ ' prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three [three] [six] immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six [six] [eight] previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a _________________ Insert appropriate term for Owner Participant Insert appropriate term for Owner Participant secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; providedPROVIDED, howeverHOWEVER, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (providedPROVIDED, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; providedPROVIDED, howeverHOWEVER, that in the event the Mortgagee shall have validly terminated the Lease, without the prior written consent of the Owner Participant, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ ' prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three six immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six twelve previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; providedPROVIDED, howeverHOWEVER, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (providedPROVIDED, HOWEVER, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee has Actual Knowledge and shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten Business Days’ ' prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, subject to the limitation set forth in Section 4.04(a), commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof; provided, however, that in the event the Mortgagee shall have validly terminated the Lease, the Mortgagee shall not sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten Business Days’ ' prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the rights set forth below, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee shall have insufficient funds to make any payment of Original Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee may, but shall not be obligated to pay the Mortgagee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Amount and interest (including interest, if any, on any overdue payments of such portion of Original Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture be deemed to cure any Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Default or Event of Default which shall have occurred and be continuing). If any Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee may, but shall not be obligated to, cure such Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement to the party entitled to the same. Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee in and to the Mortgaged Property. Upon any payment by the Owner Trustee pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to the rights of the Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the Mortgagee; providedPROVIDED, howeverHOWEVER, that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (providedPROVIDED, HOWEVER, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03.

Certain Rights. The Mortgagee Indenture Trustee shall give the Note Holders, the Owner Trustee and the Owner Participant prompt written notice of any Event of Default of which the Mortgagee Indenture Trustee has Actual Knowledge and and, if any such Event of Default results from a Lease Event of Default, shall give the Note Holders, the Owner Trustee and the Owner Participant not less than ten (10) Business Days’ Days prior written notice of the date (the “"Enforcement Date”") on or after which the Mortgagee may, Indenture Trustee may (subject to the limitation notice provision set forth in Section 4.04(a), ) commence and consummate the exercise of any remedy or remedies described in Section 4.04, 4.05 or 4.06 hereof, or the exercise of any remedy or remedies pursuant to, and in accordance with, the provisions of Section 15 of the Lease; provided, however, that in the event the Mortgagee Indenture Trustee shall have validly terminated the LeaseLease (or, in the event of a reorganization proceeding involving Lessee instituted under Chapter 11 of the Bankruptcy Code, such Lease is rejected), the Mortgagee Indenture Trustee shall not not, without the consent of the Owner Participant, sell or lease, or otherwise afford the use of, the Aircraft or any portion thereof to the Lessee or any Affiliate thereof. Without limiting the generality of the foregoing, the Mortgagee Indenture Trustee shall give the Owner Trustee, the Owner Participant and the Lessee at least ten (10) Business Days’ Days prior written notice (which may be given concurrently with notice of the Enforcement Date) of any declaration of the Lease to be in default pursuant to Sections 14 and 15 of the Lease or any termination of the Lease or of the exercise of any remedy or remedies pursuant to Section 15 of the Lease. If an Event of Default shall have occurred and be continuing, the Owner Trustee shall have the following rights set forth belowhereunder, any of which may be exercised directly by the Owner Participant. If as a result of the occurrence of an Event of Default in respect of the nonpayment by Lessee of Basic Rent due under the Lease, the Mortgagee Indenture Trustee shall have insufficient funds to make any payment of Original Principal Amount and interest on any Equipment Note on the day it becomes due and payable, the Owner Trustee or the Owner Participant may, but shall not be obligated to to, pay the Mortgagee Indenture Trustee prior to the Enforcement Date, in the manner provided in Section 2.04 hereof, for application in accordance with Section 3.01 hereof, an amount equal to the portion of the Original Principal Amount and interest (including interest, if any, on any overdue payments of such portion of Original Principal Amount and interest) then due and payable on the Equipment Notes, and, unless the Owner Trustee has cured Events of Default in respect of payments of Basic Rent on each of the three (3) immediately preceding Basic Rent payment dates, or the Owner Trustee has cured six (6) previous Events of Default in respect of payments of Basic Rent, such payment by the Owner Trustee shall, solely for purposes of this Trust Indenture Indenture, be deemed to cure any Indenture Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such installment of Basic Rent (but not any other Indenture Default or Indenture Event of Default which shall have occurred and be continuing). If any Lease Event of Default (other than in respect of the nonpayment of Basic Rent by the Lessee) which can be cured by the payment of money has occurred, the Owner Trustee or the Owner Participant may, but shall not be obligated to, cure such Lease Event of Default by making such payment prior to the Enforcement Date as is necessary to accomplish the observance or performance of the defaulted covenant, condition or agreement. Such payment by the Owner Trustee or the Owner Participant shall, solely for the purposes of this Trust Indenture, be deemed to cure any Indenture Event of Default which would otherwise have arisen on account of the failure to observe or perform the defaulted covenant, condition or agreement to the party entitled to the same(but not any other Indenture Default or Indenture Event of Default). Except as hereinafter in this Section 4.03 provided, the Owner Trustee shall not, as a result of exercising the right to cure any such Event of Default, obtain any Lien on any of the Mortgaged Property or any Rent payable under the Lease for or on account of costs or expenses incurred in connection with the exercise of such right, nor shall any claim of the Owner Trustee against Lessee or any other party for the repayment of such costs or expenses impair the prior right and security interest of the Mortgagee Indenture Trustee in and to the Mortgaged Property. Upon any payment by the Owner Trustee or the Owner Participant pursuant to the first or second preceding paragraphs of this Section 4.03, the Owner Trustee or the Owner Participant, as the case may be, shall be subrogated to the rights of the Mortgagee Indenture Trustee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any Supplemental Rent in respect of the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (but in either case shall have no rights as a secured party hereunder), and thereafter, the Owner Trustee or the Owner Participant, as the case may be, shall be entitled (so long as the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as the case may be, and interest thereon upon receipt thereof by the MortgageeIndenture Trustee (and shall be entitled to bring an action against Lessee to enforce such payment); provided, however, that (i) if the Original Principal Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereofhereof (and such acceleration shall not have been rescinded pursuant to Section 4.04(b)), such subrogation shall, until the Secured Obligations Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to all Equipment Notes shall have been paid in full, be subordinate to the rights of the MortgageeIndenture Trustee, the Indenture Indemnitees and the Note Holders and the Indenture Indemnitees in respect of such payment of overdue Basic Rent, Supplemental Rent and such interest and (ii) the Owner Trustee shall not otherwise attempt be entitled to seek to recover any such amount paid by it on behalf of the Lessee payment (or any payment in lieu thereof) except pursuant to this Section 4.03 except the foregoing right of subrogation by demanding of the Lessee payment of such amount, demand or by commencing an action at law against the Lessee and obtaining and enforcing a judgment against the Lessee suit for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (provided, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to cure any Lease Event of Default or Lease Default except as specified in this Section 4.03damages.