Common use of Covenants of Trust Company and Owner Trustee Clause in Contracts

Covenants of Trust Company and Owner Trustee. (a) The Trust Company hereby covenants and agrees that it will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Lien attributable to it in its individual capacity with respect to any of the properties or assets of the Trust Indenture Estate and shall, at its own cost and expense promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Trust Company will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it. (b) The Owner Trustee hereby covenants and agrees as follows: (i) the Owner Trustee will duly and punctually pay the Principal Amount of, Make-Whole Amount, if any, and interest on and other amounts due under the Equipment Notes and hereunder in accordance with the terms of the Equipment Notes and this Indenture and all amounts payable by it to the Note Holders under the Refunding Agreement and the other Operative Documents; (ii) the Owner Trustee will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Liens attributable to it with respect to any of the properties or assets of the Trust Indenture Estate, and shall, at its own cost and expense, promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Owner Trustee will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it; (iii) in the event an officer with responsibility for or familiarity with the transactions contemplated hereunder or under the other Operative Documents (or any Vice President) in the Corporate Trust Administration Department of the Owner Trustee shall have actual knowledge of an Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Default or Event of Loss to the Indenture Trustee, the Lessee and the Owner Participant; Trust Indenture 55 - 50 - (iv) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of each report or notice received pursuant to Section 12(f) of the Lease, to the extent that the same shall not have been furnished, or is not required to be furnished by the Lessee, to the Indenture Trustee pursuant to the Lease or otherwise; (v) except as contemplated by the Operative Documents or with the consent of the Indenture Trustee acting in accordance with Article IX hereof, the Owner Trustee will not incur any indebtedness for borrowed money; and (vi) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to the Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Refunding Agreement, the Trust Agreement and the other Operative Documents.

Covenants of Trust Company and Owner Trustee. (a) The Trust Company hereby covenants and agrees that it will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Lien attributable to it in its individual capacity with respect to any of the properties or assets of the Trust Indenture Estate and shall, at its own cost and expense promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Trust Company will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it. (b) The Owner Trustee hereby covenants and agrees as follows: (i) the Owner Trustee will duly and punctually pay the Principal Amount of, Make-Whole Amount, if any, and interest on and other amounts due under the Equipment Notes and hereunder in accordance with the terms of the Equipment Notes and this Indenture and all amounts payable by it to the Note Holders under the Refunding Agreement and the other Operative Documents; (ii) the Owner Trustee will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Liens attributable to it with respect to any of the properties or assets of the Trust Indenture Estate, and shall, at its own cost and expense, promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Owner Trustee will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it; (iii) in the event an officer with responsibility for or familiarity with the transactions contemplated hereunder or under the other Operative Documents (or any Vice President) in the Corporate Trust Administration Department of the Owner Trustee shall have actual knowledge of an Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Default or Event of Loss to the Indenture Trustee, the Lessee and the Owner Participant; Trust Indenture 55 - 50 -; (iv) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of each report or notice received pursuant to Section 12(f) of the Lease, to the extent that the same shall not have been furnished, or is not required to be furnished by the Lessee, to the Indenture Trustee pursuant to the Lease or otherwise; (v) except as contemplated by the Operative Documents or with the consent of the Indenture Trustee acting in accordance with Article IX hereof, the Owner Trustee will not incur any indebtedness for borrowed money; and (vi) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to the Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Refunding Agreement, the Trust Agreement and the other Operative Documents.

Covenants of Trust Company and Owner Trustee. (a) The Trust Company hereby covenants and agrees that it will not directly or indirectly create, incur, assume or Trust Indenture suffer to exist any Lessor's Lien attributable to it in its individual capacity with respect to any of the properties or assets of the Trust Indenture Estate and shall, at its own cost and expense promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Trust Company will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it. (b) The Owner Trustee hereby covenants and agrees as follows: (i) the Owner Trustee will duly and punctually pay the Principal Amount of, Make-Whole Amount, if any, and interest on and other amounts due under the Equipment Notes and hereunder in accordance with the terms of the Equipment Notes and this Indenture and all amounts payable by it to the Note Holders under the Refunding Agreement and the other Operative Documents; (ii) the Owner Trustee will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Liens attributable to it with respect to any of the properties or assets of the Trust Indenture Estate, and shall, at its own cost and expense, promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Owner Trustee will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it; (iii) in the event an officer with responsibility for or familiarity with the transactions contemplated hereunder or under the other Operative Documents (or any Vice President) in the Corporate Trust Administration Department of the Owner Trustee shall have actual knowledge of an Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Default or Event of Loss to the Indenture Trustee, the Lessee and the Owner Participant; Trust Indenture 55 - 50 -; (iv) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of each report or notice received pursuant to Section 12(f) of the Lease, to the extent that the same shall not have been furnished, or is not required to be furnished by the Lessee, to the Indenture Trustee pursuant to the Lease or otherwise;; Trust Indenture (v) except as contemplated by the Operative Documents or with the consent of the Indenture Trustee acting in accordance with Article IX hereof, the Owner Trustee will not incur any indebtedness for borrowed money; and (vi) the Owner Trustee will not enter into any business or other activity other than the business of owning the AircraftEngine, the leasing thereof to the Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Refunding Agreement, the Trust Agreement and the other Operative Documents.

Covenants of Trust Company and Owner Trustee. (a) The Trust Company hereby covenants and agrees that it will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Lien attributable to it in its individual capacity with respect to any of the properties or assets of the Trust Indenture Estate and shall, at its own cost and expense promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Trust Company will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it. (b) The Owner Trustee hereby covenants and agrees as follows: (i) the Owner Trustee will duly and punctually pay the Principal Amount of, Make-Whole Amount, if any, and interest on and other amounts due under the Equipment Notes and hereunder in accordance with the terms of the Equipment Notes and this Indenture and all amounts payable by it to the Note Holders under the Refunding Agreement and the other Operative Documents; (ii) the Owner Trustee will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Liens attributable to it with respect to any of the properties or assets of the Trust Indenture Estate, and shall, at its own cost and expense, promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Owner Trustee will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it; (iii) in the event an officer with responsibility for or familiarity with the transactions contemplated hereunder or under the other Operative Documents (or any Vice President) in the Corporate Trust Administration Department of the Owner Trustee shall have actual knowledge of an Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Default or Event of Loss to the Indenture Trustee, the Lessee and the Owner Participant; Trust Indenture 55 - 50 -Indenture (iv) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of each report or notice received pursuant to Section 12(f) of the Lease, to the extent that the same shall not have been furnished, or is not required to be furnished by the Lessee, to the Indenture Trustee pursuant to the Lease or otherwise; (v) except as contemplated by the Operative Documents or with the consent of the Indenture Trustee acting in accordance with Article IX hereof, the Owner Trustee will not incur any indebtedness for borrowed money; and (vi) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to the Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Refunding Agreement, the Trust Agreement and the other Operative Documents.

Covenants of Trust Company and Owner Trustee. (a) The Trust Company hereby covenants and agrees that it will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Lien attributable to it in its individual capacity with respect to any of the properties or assets of the Trust Indenture Estate and shall, at its own cost and expense promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Trust Company will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it. (b) The Owner Trustee hereby covenants and agrees as follows: (i) the Owner Trustee will duly and punctually pay the Principal Amount of, Make-Whole Amount, if any, and interest on and other amounts due under the Equipment Notes and hereunder in accordance with the terms of the Equipment Notes and this Indenture and all amounts payable by it to the Note Holders under the Refunding Agreement and the other Operative Documents; (ii) the Owner Trustee will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Liens attributable to it with respect to any of the properties or assets of the Trust Indenture Estate, and shall, at its own cost and expense, promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Owner Trustee will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it; (iii) in the event an officer with responsibility for or familiarity with the transactions contemplated hereunder or under the other Operative Documents (or any Vice President) in the Corporate Trust Administration Department of the Trust Indenture 54 - 49 - Owner Trustee shall have actual knowledge of an Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Default or Event of Loss to the Indenture Trustee, the Lessee and the Owner Participant; Trust Indenture 55 - 50 -; (iv) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of each report or notice received pursuant to Section 12(f) of the Lease, to the extent that the same shall not have been furnished, or is not required to be furnished by the Lessee, to the Indenture Trustee pursuant to the Lease or otherwise; (v) except as contemplated by the Operative Documents or with the consent of the Indenture Trustee acting in accordance with Article IX hereof, the Owner Trustee will not incur any indebtedness for borrowed money; and (vi) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to the Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Refunding Agreement, the Trust Agreement and the other Operative Documents.

Covenants of Trust Company and Owner Trustee. (a) The Trust Company hereby covenants and agrees that it will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Lien attributable to it in its individual capacity with respect to any of the properties or assets of the Trust Indenture Estate and shall, at its own cost and expense promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Trust Company will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it. (b) The Owner Trustee hereby covenants and agrees as follows: (i) the Owner Trustee will duly and punctually pay the Principal Amount of, Make-Whole Amount, if any, and interest on and other amounts due under the Equipment Notes and hereunder in accordance with the terms of the Equipment Notes and this Indenture and all amounts payable by it to the Note Holders under the Refunding Agreement and the other Operative Documents; (ii) the Owner Trustee will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Liens attributable to it with respect to any of the properties or assets of the Trust Indenture Estate, and shall, at its own cost and expense, promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Owner Trustee will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it; (iii) in the event an officer with responsibility for or familiarity with the transactions contemplated hereunder or under the other Operative Documents (or any Vice President) in the Corporate Trust Administration Department of the Owner Trustee shall have actual knowledge of an Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Default or Event of Loss to the Indenture Trustee, the Lessee and the Owner Participant; Trust Indenture 55 - 50 -; (iv) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Owner Trustee under the LeaseLease or any Japanese Financing Document, including, without limitation, a copy of each report or notice received pursuant to Section 12(f) of the Lease, to the extent that the same shall not have been furnished, or is not required to be furnished by the Lessee, to the Indenture Trustee pursuant to the Lease or otherwise; (v) except as contemplated by the Operative Documents or with the consent of the Indenture Trustee acting in accordance with Article IX hereof, the Owner Trustee will not incur any indebtedness for borrowed money; and (vi) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to the Lessee and the carrying out of the transactions contemplated hereby and by the Japanese Lease Agreement, the Second Japanese Lease Assignment and the Lease, the Refunding Agreement, the Trust Agreement and the other Operative Documents.

Covenants of Trust Company and Owner Trustee. (a) The Trust Company hereby covenants and agrees that it will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Lien attributable to it in its individual capacity with respect to any of the properties or assets of the Trust Indenture Estate and shall, at its own cost and expense promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Trust Company will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it. (b) The Owner Trustee hereby covenants and agrees as follows: (i) the Owner Trustee will duly and punctually pay the Principal Amount of, Make-Whole Amount, if any, and interest on and other amounts due under the Equipment Notes and hereunder in accordance with the terms of the Equipment Notes and this Indenture and all amounts payable by it to the Note Holders under the Refunding Agreement and the other Operative Documents; (ii) the Owner Trustee will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Liens attributable to it with respect to any of the properties or assets of the Trust Indenture Estate, and shall, at its own cost and expense, promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Owner Trustee will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it; (iii) in the event an officer with responsibility for or familiarity with the transactions contemplated hereunder or under the other Operative Documents (or any Vice President) in the Corporate Trust Administration Department of the Owner Trustee shall have actual knowledge of an Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Default or Event of Trust Indenture Loss to the Indenture Trustee, the Lessee and the Owner Participant; Trust Indenture 55 - 50 -; (iv) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Owner Trustee under the LeaseLease or any Japanese Financing Document, including, without limitation, a copy of each report or notice received pursuant to Section 12(f) of the Lease, to the extent that the same shall not have been furnished, or is not required to be furnished by the Lessee, to the Indenture Trustee pursuant to the Lease or otherwise; (v) except as contemplated by the Operative Documents or with the consent of the Indenture Trustee acting in accordance with Article IX hereof, the Owner Trustee will not incur any indebtedness for borrowed money; and (vi) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to the Lessee and the carrying out of the transactions contemplated hereby and by the Japanese Lease Agreement, the Second Japanese Lease Assignment and the Lease, the Refunding Agreement, the Trust Agreement and the other Operative Documents.

Covenants of Trust Company and Owner Trustee. (a) The Trust Company hereby covenants and agrees that it will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Lien attributable to it in its individual capacity with respect to any of the properties or Trust Indenture assets of the Trust Indenture Estate and shall, at its own cost and expense promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Trust Company will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it. (b) The Owner Trustee hereby covenants and agrees as follows: (i) the Owner Trustee will duly and punctually pay the Principal Amount of, Make-Whole Amount, if any, and interest on and other amounts due under the Equipment Notes and hereunder in accordance with the terms of the Equipment Notes and this Indenture and all amounts payable by it to the Note Holders under the Refunding Agreement and the other Operative Documents; (ii) the Owner Trustee will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Liens attributable to it with respect to any of the properties or assets of the Trust Indenture Estate, and shall, at its own cost and expense, promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Owner Trustee will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it; (iii) in the event an officer with responsibility for or familiarity with the transactions contemplated hereunder or under the other Operative Documents (or any Vice President) in the Corporate Trust Administration Department of the Owner Trustee shall have actual knowledge of an Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Default or Event of Loss to the Indenture Trustee, the Lessee and the Owner Participant; Trust Indenture 55 - 50 -; (iv) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of each report or notice received pursuant to Section 12(f) of the Lease, to the extent that the same shall not have been furnished, or is not required to be furnished by the Lessee, to the Indenture Trustee pursuant to the Lease or otherwise;; Trust Indenture (v) except as contemplated by the Operative Documents or with the consent of the Indenture Trustee acting in accordance with Article IX hereof, the Owner Trustee will not incur any indebtedness for borrowed money; and (vi) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to the Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Refunding Agreement, the Trust Agreement and the other Operative Documents.

Covenants of Trust Company and Owner Trustee. (a) The Trust Company hereby covenants and agrees that it will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Lien attributable to it in its individual capacity with respect to any of the properties or assets of the Trust Indenture Estate and shall, at its own cost and expense promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Trust Company will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it. (b) The Owner Trustee hereby covenants and agrees as follows: (i) the Owner Trustee will duly and punctually pay the Principal Amount of, Make-Whole Amount, if any, and interest on and other amounts due under the Equipment Notes and hereunder in accordance with the terms of the Equipment Notes and this Indenture and all amounts payable by it to the Note Holders under the Refunding Agreement and the other Operative Documents; (ii) the Owner Trustee will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Liens attributable to it with respect to any of the properties or assets of the Trust Indenture Estate, and shall, at its own cost and expense, promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Owner Trustee will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it; (iii) in the event an officer with responsibility for or familiarity with the transactions contemplated hereunder or under the other Operative Documents (or any Vice President) in the Corporate Trust Administration Department of the Owner Trustee shall have actual knowledge of an Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Default or Event of Loss to the Indenture Trustee, the Lessee and the Owner Participant; Trust Indenture 55 - 50 -; (iv) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Owner Trustee under the LeaseLease or any Japanese Financing Document, including, without limitation, a copy of each report or notice received pursuant to Section 12(f) of the Lease, to the extent that the same shall not have been furnished, or is not required to be furnished by the Lessee, to the Indenture Trustee pursuant to the Lease or otherwise; (v) except as contemplated by the Operative Documents or with the consent of the Indenture Trustee acting in accordance with Article IX hereof, the Owner Trustee will not incur any indebtedness for borrowed money; and (vi) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to the Lessee and the carrying out of the transactions contemplated hereby and by the Japanese Lease Agreement, the Japanese Lease Assignment and the Lease, the Refunding Agreement, the Trust Agreement and the other Operative Documents.

Covenants of Trust Company and Owner Trustee. (a) The Trust Company hereby covenants and agrees that it will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Lien attributable to it in its individual capacity with respect to any of the properties or assets of the Trust Indenture Estate and shall, at its own cost and expense promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Trust Company will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it. (b) The Owner Trustee hereby covenants and agrees as follows: (i) the Owner Trustee will duly and punctually pay the Principal Amount of, Make-Whole Amount, if any, and interest on and other amounts due under the Equipment Notes and hereunder in accordance with the terms of the Equipment Notes and this Indenture and all amounts payable by it to the Note Holders under the Refunding Agreement and the other Operative Documents; (ii) the Owner Trustee will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Liens attributable to it with respect to any of the properties or assets of the Trust Indenture Estate, and shall, at its own cost and expense, promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Owner Trustee will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it; (iii) in the event an officer with responsibility for or familiarity with the transactions contemplated hereunder or under the other Operative Documents (or any Vice President) in the Corporate Trust Administration Department of the Owner Trustee shall have actual knowledge of an Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Default or Event of Loss to the Indenture Trustee, the Lessee and the Owner Participant; Trust Indenture 55 - 50 -; (iv) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of each report or notice received pursuant to Section 12(f) of the Lease, to the extent that the same shall not have been furnished, or is not required to be furnished by the Lessee, to the Indenture Trustee pursuant to the Lease or otherwise; (v) except as contemplated by the Operative Documents or with the consent of the Indenture Trustee acting in accordance with Article IX hereof, the Owner Trustee will not incur any indebtedness for borrowed money; and (vi) the Owner Trustee will not enter into any business or other activity other than the business of owning the AircraftEngine, the leasing thereof to the Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Refunding Agreement, the Trust Agreement and the other Operative Documents.

Covenants of Trust Company and Owner Trustee. (a) The Trust Company hereby covenants and agrees that it will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Lien attributable to it in its individual capacity with respect to any of the properties or assets of the Trust Indenture Estate and shall, at its own cost and expense promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Trust Company will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it. (b) The Owner Trustee hereby covenants and agrees as follows: (i) the Owner Trustee will duly and punctually pay the Principal Amount of, Make-Whole Amount, if any, and interest on and other amounts due under the Equipment Notes and hereunder in accordance with the terms of the Equipment Notes and this Indenture and all amounts payable by it to the Note Holders under the Refunding Agreement and the other Operative Documents; (ii) the Owner Trustee will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Liens attributable to it with respect to any of the properties or assets of the Trust Indenture Estate, and shall, at its own cost and expense, promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Owner Trustee will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it; (iii) in the event an officer with responsibility for or familiarity with the transactions contemplated hereunder or under the other Operative Documents (or any Vice President) in the Corporate Trust Administration Department of the Owner Trustee shall have actual knowledge of an Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Default or Event of Loss to the Indenture Trustee, the Lessee and the Owner Participant; Trust Indenture 55 - 50 -; (iv) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of each report or notice received pursuant to Section 12(f) of the Lease, to the extent that the same shall not have been furnished, or is not required to be furnished by the Lessee, to the Indenture Trustee pursuant to the Lease or otherwise; (v) except as contemplated by the Operative Documents or with the consent of the Indenture Trustee acting in accordance with Article IX hereof, the Owner Trustee will not incur any indebtedness for borrowed money; and (vi) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to the Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Refunding Agreement, the Trust Agreement and the other Operative Documents.the

Covenants of Trust Company and Owner Trustee. (a) The Trust Company hereby covenants and agrees that it will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Lien attributable to it in its individual capacity with respect to any of the properties or assets of the Trust Indenture Estate and shall, at its own cost and expense promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Trust Company will Trust Indenture cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it. (b) The Owner Trustee hereby covenants and agrees as follows: (i) the Owner Trustee will duly and punctually pay the Principal Amount of, Make-Whole Amount, if any, and interest on and other amounts due under the Equipment Notes and hereunder in accordance with the terms of the Equipment Notes and this Indenture and all amounts payable by it to the Note Holders under the Refunding Agreement and the other Operative Documents; (ii) the Owner Trustee will not directly or indirectly create, incur, assume or suffer to exist any Lessor's Liens attributable to it with respect to any of the properties or assets of the Trust Indenture Estate, and shall, at its own cost and expense, promptly take such action as may be necessary duly to discharge any such Lessor's Lien, and the Owner Trustee will cause restitution to be made to the Trust Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor's Liens attributable to it; (iii) in the event an officer with responsibility for or familiarity with the transactions contemplated hereunder or under the other Operative Documents (or any Vice President) in the Corporate Trust Administration Department of the Owner Trustee shall have actual knowledge of an Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Default or Event of Loss to the Indenture Trustee, the Lessee and the Owner Participant; Trust Indenture 55 - 50 -; (iv) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of each report or notice received pursuant to Section 12(f) of the Lease, to the extent that the same shall not have been furnished, or is not required to be furnished by the Lessee, to the Indenture Trustee pursuant to the Lease or otherwise; (v) except as contemplated by the Operative Documents or with the consent of the Indenture Trustee acting in accordance with Article IX hereof, the Owner Trustee will not incur any indebtedness for borrowed money; andand Trust Indenture (vi) the Owner Trustee will not enter into any business or other activity other than the business of owning the AircraftEngine, the leasing thereof to the Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Refunding Agreement, the Trust Agreement and the other Operative Documents.