Common use of Indenture Events of Default Clause in Contracts

Indenture Events of Default. The following events shall constitute "Indenture Events of Default" and each such Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been remedied: (a) default by the Company in making any payment when due of any principal of or premium (if any) on, any Equipment Note; (b) default by the Company in making any payment when due of any interest on any Equipment Note, and the continuance of such default unremedied for 10 Business Days after the same shall have become due and payable; (c) any failure by the Company or the Guarantor to observe or perform in any material respect any covenant or obligation of it, in this Indenture or the Equipment Notes if, but only if, such failure is not remedied within a period of 120 days after there has been given to the Company or the Guarantor, as the case may be, by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such failure and requiring it to be remedied; (d) any representation or warranty made by the Company hereunder, or by any representative of the Company in any document or certificate furnished to the Trustee in connection herewith or pursuant hereto, shall prove at any time to have been incorrect in any material adverse respect as of the date made and such incorrectness shall remain material and unremedied for a period of 120 days after the date on which there has been given to the Company by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectness; (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any of the foregoing; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days.

Indenture Events of Default. The An "Indenture Event of --------------------------- ------------------ Default" means any of the following events shall constitute "Indenture Events of Default" and each (whatever the reason for such ------- Indenture Event of Default and whether such event shall be deemed voluntary or involuntary or come about or be effected by operation of law or pursuant to exist or in compliance with any judgment, decree or order of any court or any Governmental Rule): (a) any Charter Event of Default (other than a Charter Event of Default arising from the failure of the Charterer to make any payment of Excess Hire or Additional Excess Hire or to make an Excepted Payment unless the Owner Trust shall elect to make such failure a Charter Event of Default) shall have occurred and continue so long asbe continuing; or (b) any payment of principal of, but only so long asMake-Whole Amount, it if any, or interest on any Secured Note shall not have been remedied: (a) default by the Company in making any payment made when due of any principal of or premium (if any) on, any Equipment Note; (b) default by the Company in making any payment when due of any interest on any Equipment Note, and the continuance of such default shall continue unremedied for 10 ten Business Days after the same shall have become due and payable;; or (c) any failure by any of the Company Owner Trust, the Owner Participant or the Guarantor Managing Trustee, in their individual or trust capacities, as the case may be, to perform or observe or perform in any material respect any covenant or obligation of it, in agreement to be performed or observed by it under this Indenture or the Equipment Notes ifany other Operative Document, but only if, such (i) which failure is not remedied within shall continue for a period of 120 30 days after there has been given to receipt by the Company Owner Trust, the Owner Participant or the Guarantor, as Managing Trustee of a notice from the case may be, by the Indenture Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice Pass Through Trustee specifying such failure and requiring it be remedied or (ii) which failure, if such failure is remediable and the Owner Trust, the Owner Participant or the Managing Trustee is diligently attempting to be remedied;remedy such failure, shall continue for a period of 180 days after such receipt of written notice thereof; or (d) any representation or warranty made by the Company hereunderOwner Trust, the Owner Participant or by any representative the Managing Trustee pursuant to Sections 7 or 9, as the case may be, of the Company in any document or certificate furnished to the Trustee in connection herewith or pursuant hereto, Participation Agreement shall prove at any time to have been incorrect inaccurate in any material respect when made, unless such inaccurate representation or warranty shall not be material to the recipient at the time when the notice referred to below shall have been received by the Owner Trust, the Owner Participant or the Managing Trustee, as the case may be, or any material adverse respect as of the date made and such incorrectness impact thereof shall remain material and unremedied for a period of 120 have been cured within 30 days after the date on which there has been given to the Company receipt by the Trustee Owner Trust, the Owner Participant or the Holders Managing Trustee, as the case may be, of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying thereof from the Indenture Trustee; provided that if such incorrectness;material adverse impact is remediable and the Owner Participant, Owner Trust or the Managing Trustee, as the case may be, is diligently attempting to remedy such impact, the Owner Participant, Owner Trust or Managing Trustee shall have 90 days after such receipt of written notice thereof to remedy such material adverse impact; or (e) either of the Guarantee shall cease to be in full force and effect Owner Trust or the Guarantor Owner Participant shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency insolvency, or other similar law now or hereafter in effect, effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it its or any substantial part of its property, or (ii) shall consent to any such relief or to the appointment of or taking possession by any such official or agency in any voluntary an involuntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) shall make a general assignment for the benefit of creditors, or (v) shall take any corporate action to authorize any of the foregoing; or (g) , or an involuntary case or other proceeding shall be commenced against either of the Company Owner Trust or the Guarantor Owner Participant seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official or agency of it its or any substantial part of its part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days, or if, under the provisions of any law providing for reorganization or winding-up of corporations which may apply to the Owner Trust or the Owner Participant, any court of competent jurisdiction shall assume jurisdiction, custody or control of the Indenture Estate, the Owner Trust or the Owner Participant or of any substantial part of its property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of 90 days.

Indenture Events of Default. The If any one of the following events shall constitute "Indenture Events of Default" and each such occur (each, an “Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it Default”): (a) the Interest Payment Amount due on the Notes shall not have been remedied: (a) default by the Company in making paid on any Payment Date and such non-payment when due shall have continued for a period of any principal of or premium (if any) on, any Equipment Notetwo Business Days following such Payment Date; (b) default by the Company in making any payment when due of any interest on any Equipment Note, and the continuance of such default unremedied for 10 Business Days after the same Issuer shall have become due and payablean “investment company” or shall have become under the “control” of an “investment company” under the Investment Company Act of 1940, as amended; (c) any failure by Notes shall not have been paid in full on the Company or the Guarantor to observe or perform in any material respect any covenant or obligation of it, in this Indenture or the Equipment Notes if, but only if, such failure is not remedied within a period of 120 days after there has been given to the Company or the Guarantor, as the case may be, by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such failure and requiring it to be remediedFinal Stated Maturity Date; (d) any representation or warranty made by the Company hereunder, or by any representative of the Company in any document or certificate furnished to the Indenture Trustee in connection herewith or pursuant hereto, shall prove at any time ceases to have been incorrect in any material adverse respect as of a first priority perfected security over the date made and such incorrectness shall remain material and unremedied for a period of 120 days after the date on which there has been given to the Company by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectnessCollateral; (e) the Guarantee Issuer shall cease be in breach of any of its representations and warranties in any Program Agreement or shall fail to comply with its agreements and covenants in, or any other applicable provisions of, any Program Agreement, and such breach or failure to so comply materially and adversely affects the interests of the Noteholders and continues to materially and adversely affect the interests of the Noteholders for a period of thirty (30) days after the earlier of (i) the date on which a Trust Officer of the Indenture Trustee obtains actual knowledge of such breach or failure or (ii) the date on which written notice of such failure, requiring the same to be in full force and effect or remedied, shall have been given to a Trust Officer of the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable;Indenture Trustee; or (f) either an Event of Bankruptcy shall occur with respect to the Company Issuer or the Guarantor shall Seller; then, at any time during the continuance of such Indenture Event of Default, the Indenture Trustee shall, by written notice to the Issuer and the Holders of the Notes (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect instruct the Issuer to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or cease purchasing Eligible Assets and (ii) consent to any such relief or to notify the appointment Noteholders, the Administrator, the Rating Agency, the Custodian, the Owner Trustee, the Standby Servicer, the Servicer, the Mortgage Loan Custodian and the Seller that an Indenture Event of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any of the foregoing; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 daysDefault has occurred.

Indenture Events of Default. The An "Indenture Event of --------------------------- ------------------ Default" means any of the following events shall constitute "Indenture Events of Default" and each (whatever the reason for such ------- Indenture Event of Default and whether such event shall be deemed voluntary or involuntary or come about or be effected by operation of law or pursuant to exist or in compliance with any judgment, decree or order of any court or any Governmental Rule): (a) any Charter Event of Default (other than a Charter Event of Default arising from the failure of the Charterer to make any payment of Excess Hire or to make an Excepted Payment unless the Owner Trust shall elect to make such failure a Charter Event of Default) shall have occurred and continue so long asbe continuing; or (b) any payment of principal of, but only so long asMake-Whole Amount, it if any, or interest on any Secured Note shall not have been remedied: (a) default by the Company in making any payment made when due of any principal of or premium (if any) on, any Equipment Note; (b) default by the Company in making any payment when due of any interest on any Equipment Note, and the continuance of such default shall continue unremedied for 10 ten Business Days after the same shall have become due and payable;; or (c) any failure by any of the Company Owner Trust, the Owner Participant or the Guarantor Managing Trustee, in their individual or trust capacities, as the case may be, to perform or observe or perform in any material respect any covenant or obligation of it, in agreement to be performed or observed by it under this Indenture or the Equipment Notes ifany other Operative Document, but only if, such (i) which failure is not remedied within shall continue for a period of 120 30 days after there has been given to receipt by the Company Owner Trust, the Owner Participant or the Guarantor, as Managing Trustee of a notice from the case may be, by the Indenture Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice Pass Through Trustee specifying such failure and requiring it be remedied or (ii) which failure, if such failure is remediable and the Owner Trust, the Owner Participant or the Managing Trustee is diligently attempting to be remedied;remedy such failure, shall continue for a period of 180 days after such receipt of written notice thereof; or (d) any representation or warranty made by the Company hereunderOwner Trust, the Owner Participant or by any representative the Managing Trustee pursuant to Sections 7 or 9, as the case may be, of the Company in any document or certificate furnished to the Trustee in connection herewith or pursuant hereto, Participation Agreement shall prove at any time to have been incorrect inaccurate in any material respect when made, unless such inaccurate representation or warranty shall not be material to the recipient at the time when the notice referred to below shall have been received by the Owner Trust, the Owner Participant or the Managing Trustee, as the case may be, or any material adverse respect as of the date made and such incorrectness impact thereof shall remain material and unremedied for a period of 120 have been cured within 30 days after the date on which there has been given to the Company receipt by the Trustee Owner Trust, the Owner Participant or the Holders Managing Trustee, as the case may be, of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying thereof from the Indenture Trustee; provided that if such incorrectness;material adverse impact is remediable and the Owner Participant, Owner Trust or the Managing Trustee, as the case may be, is diligently attempting to remedy such impact, the Owner Participant, Owner Trust or Managing Trustee shall have 90 days after such receipt of written notice thereof to remedy such material adverse impact; or (e) either of the Guarantee shall cease to be in full force and effect Owner Trust or the Guarantor Owner Participant shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency insolvency, or other similar law now or hereafter in effect, effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it its or any substantial part of its property, or (ii) shall consent to any such relief or to the appointment of or taking possession by any such official or agency in any voluntary an involuntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) shall make a general assignment for the benefit of creditors, or (v) shall take any corporate action to authorize any of the foregoing; or (g) , or an involuntary case or other proceeding shall be commenced against either of the Company Owner Trust or the Guarantor Owner Participant seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official or agency of it its or any substantial part of its part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days, or if, under the provisions of any law providing for reorganization or winding-up of corporations which may apply to the Owner Trust or the Owner Participant, any court of competent jurisdiction shall assume jurisdiction, custody or control of the Indenture Estate, the Owner Trust or the Owner Participant or of any substantial part of its property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of 90 days.

Indenture Events of Default. The Indenture Event of --------------------------- ------------------ Default" means any of the following events shall constitute "Indenture Events of Default" and each (whatever the reason for such ------- Indenture Event of Default and whether such event shall be deemed voluntary or involuntary or come about or be effected by operation of law or pursuant to exist or in compliance with any judgment, decree or order of any court or any Governmental Rule): (a) any Charter Event of Default (other than a Charter Event of Default arising from the failure of the Charterer to make an Excepted Payment) shall have occurred and continue so long asbe continuing; or (b) to the extent not arising from clause (a) above, but only so long asany payment of principal of, it Make-Whole Amount, if any, or interest on any Secured Note shall not have been remedied: (a) default by the Company in making any payment made when due of any principal of or premium (if any) on, any Equipment Note; (b) default by the Company in making any payment when due of any interest on any Equipment Note, and the continuance of such default shall continue unremedied for 10 ten (10) Business Days after the same shall have become due and payable;; or (c) the assignment or pledge by the Owner Trustee (except as permitted under the Operative Documents) of any of its right, title or interest in the Indenture Estate hereby assigned to anyone other than the Indenture Trustee, or the failure by either of the Company Owner Participant or the Guarantor Owner Trustee, in their individual or trust capacities, as the case may be, to perform or observe or perform in any material respect any covenant or obligation of it, in agreement to be performed or observed by it under this Indenture or any other Operative Document (other than the Equipment Notes ifTax Indemnity Agreement), but only if(i) which failure, such failure is not remedied within a period of 120 days after there has been given to the Company assignment or the Guarantorpledge, as the case may be, shall continue for a period of 30 days after receipt by the Owner Participant or the Owner Trustee, as the case may be, of a written notice from the Indenture Trustee or the from Holders of Secured Notes owning at least 25% or more in aggregate principal amount of the Equipment Outstanding Secured Notes then outstanding a written notice specifying such failure failure, assignment or pledge and requiring it be remedied or (ii) which failure, assignment or pledge, as the case may be, if such failure, assignment or pledge is remediable and the Owner Participant or the Owner Trustee is diligently attempting to be remedied;remedy such failure, assignment or pledge, shall continue for a period of 180 days after receipt of notice thereof; or (d) any representation or warranty made by the Company hereunder, or by any representative either of the Company in any document Owner Participant or certificate furnished the Owner Trustee pursuant to Sections 6 or 7, as the Trustee in connection herewith or pursuant heretocase may be, of the Participation Agreement shall prove at any time to have been incorrect inaccurate in any material respect when made, unless such inaccurate representation or warranty shall not be material to the recipient at the time when the notice referred to below shall have been received by the Owner Participant or the Owner Trustee or any material adverse respect as of the date made and such incorrectness impact thereof shall remain material and unremedied for a period of 120 have been cured within thirty (30) days after the date on which there has been given to the Company receipt by the Owner Participant or the Owner Trustee, as the case may be, of a written notice thereof from the Indenture Trustee or the from Holders of Secured Notes owning at least 25% or more in aggregate principal amount of Outstanding Secured Notes; provided that if such material adverse impact is -------- remediable and the Equipment Notes then outstanding a Owner Participant or the Owner Trustee is diligently attempting to remedy such impact, the Owner Participant or the Owner Trustee shall have 90 days after receipt of written notice specifying thereof from the Indenture Trustee to remedy any such incorrectness;material adverse impact; or (e) either of the Guarantee shall cease to be in full force and effect Owner Participant or the Guarantor Owner Trustee shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency insolvency, or other similar law now or hereafter in effect, effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it its or any substantial part of its property, or (ii) shall consent to any such relief or to the appointment of or taking possession by any such official or agency in any voluntary an involuntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) shall make a general assignment for the benefit of creditors, or (v) shall take any corporate action to authorize any of the foregoing; or (g) , or an involuntary case or other proceeding shall be commenced against either of the Company Owner Participant or the Guarantor Owner Trustee seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official or agency of it its or any substantial part of its part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 ninety (90) days, or if, under the provisions of any law providing for reorganization or winding-up of corporations which may apply to the Owner Trustee or the Owner Participant, any court of competent jurisdiction shall assume jurisdiction, custody or control of the Indenture Estate, the Owner Trustee or the Owner Participant or of any substantial part of its property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of ninety (90) days.

Indenture Events of Default. The term Indenture Event of Default1 wherever used herein, shall mean any of the following events shall constitute "Indenture Events of Default" and each (whatever the reason for such Indenture Event of Default and whether it shall be deemed voluntary or involuntary or come about or be effected by operation of law or pursuant to exist and continue so long asor in compliance with any judgment, but only so long asdecree or order of any court or any order, it shall not have been remedied:rule or regulation of any administrative or governmental body): (a) default by any of the Company Events of Default specified in making the following clauses of Section 15 of the Facility Lease: (1) clause (i) (y) , except a failure of the Lessee to pay any payment when due amount which shall constitute an Excepted Payment; (2) clause (i) (x), except a failure of the Lessee to pay any principal amount which shall constitute an Excepted Payment or except where the Owner Trustee shall not have rescinded or terminated the Facility Lease pursuant to Section 16(a) (i) of the Facility Lease; or premium (if any3) on, any Equipment Note;clause (vii) ; or (b) default the rescission or termination of, or the taking of action by the Company in making owner Trustee or the Owner Participant the effect of which would be to rescind or terminate, the Facility Lease, whether pursuant to Section 16(a) (1) of the Facility Lease or otherwise; or (c) any failure by the Lessee to perform and observe. Section 10(b) (3) (iii) of the Participation Agreement; or (d) the Owner Trustee shall fail to make any payment when due in respect of any the principal of, or premium, if any, or interest on any Equipment Noteon, and the continuance of such default unremedied for 10 Notes within ten (10) Business Days after the same shall have become due and payable; (c) other than by virtue of any failure by the Company Lessee to make any payment of Rent therefor); or (a) the Owner Trustee shall fail to perform or the Guarantor to observe or perform in any material respect any covenant or obligation agreement to be performed or observed by it under Section.6.1 of itthis Indenture, or the Owner Participant shall fail to perform or observe any covenant or agreement to be performed or observed by it under Section 7(b)(l) of the Participation Agreement and, in this Indenture or the Equipment Notes if, but only ifany such case, such failure is not remedied within shall continue for a period of 120 30 days after there has notice thereof shall have been given to the Company or Owner Trustee, the Guarantor, as Owner Participant and the case may be, Lessee by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice rndenture Trustee, specifying such failure and requiring it to be remedied; (d) any representation or warranty made by the Company hereunder, or by any representative of the Company in any document or certificate furnished to the Trustee in connection herewith or pursuant hereto, shall prove at any time to have been incorrect in any material adverse respect as of the date made and such incorrectness shall remain material and unremedied for a period of 120 days after the date on which there has been given to the Company by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectness; (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any of the foregoing; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days.

Indenture Events of Default. The If any one of the following events shall constitute "Indenture Events of Default" and each such occur (each, an “Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it Default”): (a) the Interest Payment Amount due on the Notes shall not have been remedied: (a) default by the Company in making paid on any Payment Date and such non-payment when due shall have continued for a period of any principal of or premium (if any) on, any Equipment Notetwo Business Days following such Payment Date; (b) default by the Company in making any payment when due of any interest on any Equipment Note, and the continuance of such default unremedied for 10 Business Days after the same Issuer shall have become due and payablean “investment company” or shall have become under the “control” of an “investment company” under the Investment Company Act of 1940, as amended; (c) any failure by Notes shall not have been paid in full on the Company or the Guarantor to observe or perform in any material respect any covenant or obligation of it, in this Indenture or the Equipment Notes if, but only if, such failure is not remedied within a period of 120 days after there has been given to the Company or the Guarantor, as the case may be, by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such failure and requiring it to be remediedFinal Stated Maturity Date; (d) any representation or warranty made by the Company hereunder, or by any representative of the Company in any document or certificate furnished to the Indenture Trustee in connection herewith or pursuant hereto, shall prove at any time ceases to have been incorrect in any material adverse respect as of a first priority perfected security over the date made and such incorrectness shall remain material and unremedied for a period of 120 days after the date on which there has been given to the Company by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectnessCollateral; (e) the Guarantee Issuer shall cease be in breach of any of its representations and warranties in any Program Agreement or shall fail to comply with its agreements and covenants in, or any other applicable provisions of, any Program Agreement, and such breach or failure to so comply materially and adversely affects the interests of the Noteholders and continues to materially and adversely affect the interests of the Noteholders for a period of thirty (30) days after the earlier of (i) the date on which a Trust Officer of the Indenture Trustee obtains actual knowledge of such breach or failure or (ii) the date on which written notice of such failure, requiring the same to be in full force and effect or remedied, shall have been given to a Trust Officer of the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable;Indenture Trustee; or (f) either the Company or the Guarantor an Event of Bankruptcy shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief occur with respect to itself the Issuer, the Seller or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any of the foregoingRepo Guarantor; or (g) any default by the Repo Guarantor under the Guaranty then, at any time during the continuance of such Indenture Event of Default, the Indenture Trustee shall, by written notice to the Issuer and the Holders of the Notes (i) instruct the Issuer to cease purchasing Eligible Assets and (ii) notify the Noteholders, the Administrator, the Rating Agency, the Custodian, the Owner Trustee, the Standby Servicer, the Servicer, the Mortgage Loan Custodian, the Seller and the Repo Guarantor that an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment Indenture Event of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 daysDefault has occurred.

Indenture Events of Default. The One or more of the following events shall constitute "Indenture Events an " Event of Default" and each such Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been remedied": (a) the Issuer shall default by in the Company in making any payment or prepayment when due of any principal of or premium interest on any Note and such default shall continue unremedied for a period of twenty (if any20) on, any Equipment Note;Business Days; or (b) default by the Company in making any payment when due of representation, warranty or certification at any interest on any Equipment Note, and the continuance of such default unremedied for 10 Business Days after the same shall have become due and payable; (c) any failure by the Company time made herein or the Guarantor to observe or perform in any material respect Security Document or any covenant or obligation of it, in this Indenture or the Equipment Notes if, but only if, such failure is not remedied within a period of 120 days after there has been given to the Company or the Guarantor, as the case may be, by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such failure and requiring it to be remedied; (d) any representation or warranty made by the Company hereunder, or by any representative of the Company in any document or certificate furnished to the Trustee in connection herewith or Collateral Agent pursuant heretoto the provisions hereof or any Security Document, shall prove at any time to have been incorrect in any material adverse respect materially false or misleading as of the date time made or furnished, or the Issuer shall default in the performance of any of its other material obligations hereunder or under the Security Documents, and such incorrectness misstatement, breach or default shall remain material and continue unremedied by Issuer (or shall continue unwaived by the Majority of Owners) for a period of 120 sixty (60) days after the date on which there notice thereof has been given to the Company by the Trustee or to the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectness;Issuer; or (ec) the Guarantee Issuer shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come such debts become due; or (d) the Issuer shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its Property, (ivii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, liquidation or composition or readjustment of debts, or (v) fail to oppose in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the United States Bankruptcy Code, or (vi) take any corporate action to authorize for the purpose of effecting any of the foregoing; or (ge) an involuntary a proceeding or case or other proceeding shall be commenced against either commenced, without the Company application or consent of the Issuer, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the Guarantor seeking liquidationcomposition or readjustment of its debts, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking (ii) the appointment of a trustee, receiver, liquidatorcustodian, custodian liquidator or other similar official the like of it the Issuer of all or any substantial part of its propertyassets, or (iii) similar relief in respect of the Issuer under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such involuntary proceeding or case shall continue undismissed, or other proceeding an order, judgment or decree approving or ordering any of the foregoing shall remain undismissed be entered and continue unstayed and in effect, for a period of 90 ninety (90) days; or (iv) an order for relief against the Issuer shall be entered in an involuntary case under the United States Bankruptcy Code.

Indenture Events of Default. The An “Indenture Event of Default” shall be deemed to occur upon any one of the following events shall constitute "Indenture Events of Default" and each (whatever the reason for such Indenture Event of Default and whether it shall be deemed voluntary or involuntary or be effected by operation of law or pursuant to exist and continue so long asany judgment, but only so long asdecree or order of any court or any order, it shall not have been remedied:rule or regulation of any administrative or governmental body): (a) subject to Section 2.7, default by in the Company in making any payment when due of any principal Current Interest on the Notes when the same becomes due and payable under Section 7.7 of or premium (if any) onthe Transfer and Servicing Agreement, any Equipment Noteand such default continues for a period of five days; (b) default by failure to pay the Company in making any payment when due entire principal of any interest on any Equipment Note, and the continuance of such default unremedied for 10 Business Days after Note when the same shall have become becomes due and payablepayable on a Payment Date or on the applicable Maturity Date; (c) any failure by the Company or the Guarantor to observe or perform in any material respect any covenant or obligation agreement of itthe Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect as of the Equipment Notes iftime when the same shall have been made, but only ifand such default shall continue or not be cured, or the circumstance or condition in respect of which such failure is misrepresentation or warranty was incorrect shall not remedied within have been eliminated or otherwise cured, for a period of 120 30 days after there has shall have been given given, by registered or certified mail, to the Company or the Guarantor, as the case may be, Issuer by the Indenture Trustee or to the Holders of Issuer and the Indenture Trustee by Noteholders representing at least 25% or more in aggregate principal amount of the Equipment Notes then outstanding Outstanding Balance of the Notes, a written notice specifying such failure default or incorrect representation or warranty and requiring it to be remediedremedied and stating that such notice is a notice of Indenture Default hereunder; (d) any representation the filing of a decree or warranty made order for relief by a court having jurisdiction in the Company hereunder, or by any representative premises in respect of the Company in Issuer or any document or certificate furnished to the Trustee in connection herewith or pursuant hereto, shall prove at any time to have been incorrect in any material adverse respect as substantial part of the date made and such incorrectness shall remain material and unremedied for a period of 120 days after the date on which there has been given to the Company by the Trustee or the Holders of 25% or more Trust Fund in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectness; (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary an involuntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of appointing a trustee, receiver, liquidator, custodian assignee, custodian, trustee, sequestrator or other similar official of it the Issuer or for any substantial part of its propertythe Trust Fund, or (ii) consent to any such relief ordering the winding-up or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any liquidation of the foregoingIssuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; (e) the Trust becomes subject to federal income tax at the entity level as a taxable mortgage pool or otherwise; or (gf) an involuntary the commencement by the Issuer of a voluntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it or its respective debts under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the appointment of or taking possession by a trustee, receiver, liquidator, custodian assignee, custodian, trustee, sequestrator or other similar official of it the Issuer or for any substantial part of the Trust Fund, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its propertydebts as such debts become due, or the taking of any action by the Issuer in furtherance of any of the foregoing. The Issuer shall deliver to the Indenture Trustee, within five days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice and such involuntary case the lapse of time would become an Indenture Event of Default under clause (c), its status and what action the Issuer is taking or other proceeding shall remain undismissed and unstayed for a period of 90 daysproposes to take with respect thereto.

Indenture Events of Default. The following events shall --------------------------- constitute "Indenture Events of Default" and each under this Agreement (whether any such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) any Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been remedied: (a) default by the Company in making under any payment when due of any principal of or premium (if any) on, any Equipment NoteLeased Aircraft Indenture; (b) default by the Company in making Issuer shall fail to pay (i) any payment amount of interest on or principal of any AFE Trust Note when due of any interest on any Equipment Noteand payable (whether upon redemption or purchase, final maturity, acceleration or otherwise) and the continuance of such default failure shall continue unremedied for 10 Business Days after the same such amount shall have become due and payable;, (ii) any other amount payable by Issuer hereunder or under any other Indenture Document to which the Issuer is a party (other than the payment of any Make-Whole Amount or Break Amount or other amounts due and payable under Section 3.06(a) and any AFE Swap Payment when due and payable and such failure shall continue unremedied for more than 20 Business Days after receipt by Issuer of written notice from the Indenture Trustee; or (c) an Event of Default by United as Swap Provider occurs under and as defined in any failure by the Company Confirmation; or (d) Issuer shall have failed to perform or the Guarantor observe (or caused to observe or perform be performed and observed) in any material respect any other covenant or obligation agreement (other than the payment of itany Make-Whole Amount or Break Amount or other amounts due and payable under Section 3.06(a) and other than any AFE Swap Payment to be performed or observed by it hereunder or any Indenture Document to which the Issuer is a party, in this Indenture or the Equipment Notes if, but only if, and such failure is not remedied within shall continue unremedied for a period of 120 30 days after there has been given to the Company or the Guarantor, as the case may be, receipt by the Trustee or the Holders Issuer of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such failure and requiring it to be remedied;thereof from Indenture Trustee; or (de) any representation or warranty made by the Company hereunder, Issuer herein or by any representative of the Company in any document or certificate furnished Indenture Document to which the Trustee in connection herewith or pursuant hereto, Issuer is a party shall prove at any time to have been incorrect in any material adverse respect as of at the date time made and shall remain material at the time in question; provided, however, such incorrectness -------- ------- shall constitute a default hereunder only if such incorrectness shall remain material and unremedied continue uncured for a period of 120 30 days after the date on which there has been given receipt by Issuer of a written notice from (x) Indenture Trustee or, (y) subject to Section 2.6 of the Company by the Trustee or the Holders Intercreditor Agreement, holders of 25% or more in aggregate outstanding principal amount of AFE Trust Notes advising Issuer of the Equipment Notes then outstanding a written notice specifying existence of such incorrectness; (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable;; or (f) either the Company or the Guarantor shall (i) commence a voluntary commencement of an involuntary case or other proceeding seeking liquidationin respect of Issuer in an involuntary case under the federal bankruptcy laws, reorganization as now or hereafter constituted, or any other relief with respect to itself applicable federal or its debts under any state bankruptcy, insolvency or other similar law now or hereafter in effect, the United States or seeking the appointment of a trustee, receiver, liquidator, custodian assignee, custodian, trustee, sequestrator (or other similar official official) of it Issuer or any substantial part for all or substantially all of its property, or (ii) consent to seeking the winding-up or liquidation of its affairs and the continuation of any such case or other proceeding undismissed or unstayed for a period of 90 consecutive days or an order for relief under Chapter 11 of the Bankruptcy Code with respect to Issuer as debtor or any other order, judgment or decree shall be entered in any proceeding by any court of competent jurisdiction appointing, without the consent of Issuer, a receiver, trustee or liquidator of Issuer, or for all or substantially all of its property, or sequestering of all or substantially all of the property of Issuer and any such order, judgment or decree or appointment or sequestration shall be final or shall remain in force undismissed, unstayed or unvacated for a period of 90 days after the date of entry thereof; or (g) the commencement by Issuer of a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar law in the United States, or the consent by Issuer to the appointment of or taking possession by any such official in any voluntary case a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other proceeding commenced against itsimilar official) of Issuer or for all or substantially all of its property, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general the making by Issuer of any assignment for the benefit of creditors, creditors or (v) Issuer shall take any corporate action to authorize any of the foregoing; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days.

Indenture Events of Default. The following events --------------------------- shall constitute "Indenture Events of Default" and each such Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been remedied: (a) subject to Section 4.04(a), a Lease Event of Default (other than a Lease Event of Default by reason of a default by the Company Lessee to pay any amounts which are part of the Excepted Property); or (b) default by the Owner Trustee in making any payment when due of any principal of or premium (of, premium, if any) , or interest on, any Equipment Note; (b) default by the Company in making any payment when due of any interest on any Note or Equipment NoteNotes, and the continuance of such default unremedied for 10 Business Days after the same shall have become due and payable;; or (c) any failure by the Company Owner Trustee or the Guarantor Owner Participant to observe or perform in any material respect any covenant or obligation of itthem or any of them, in this Indenture or the Equipment Notes if(other than as set forth in clause (b) above) or in the Participation Agreement or by the Guarantor in the Guaranty, but only if, if such failure is not remedied within a period of 120 30 days after there has been given to the Company or Owner Trustee, the Guarantor, as Owner Participant and the case may be, Lessee by the Indenture Trustee or the Holders by any holder of 25% or more in aggregate principal amount of the an Equipment Notes then outstanding Note a written notice specifying such failure and requiring it to be remedied;; or (d) any representation or warranty made by the Company hereunderOwner Trustee or the Owner Participant under the Participation Agreement, or by the Owner Trustee hereunder or by the Guarantor in the Guaranty, or by any representative or Affiliate of the Company Owner Trustee or the Owner Participant or the Guarantor in any document or certificate furnished to the Indenture Trustee or the Loan Participant in connection herewith or therewith or pursuant heretohereto or thereto, shall prove at any time to have been incorrect in any material adverse respect as of the date made and such incorrectness shall remain material and continue unremedied for a period of 120 30 days after the date on which there has been given to the Company by Owner Trustee and the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding Owner Participant a written notice specifying such incorrectness;, stating that such incorrectness is a default hereunder and requiring it to be remedied by the Indenture Trustee or by any holder of an Equipment Note; or (e) the Guarantee shall cease to be Owner Trustee (as Owner Trustee and not in full force and effect its individual capacity), the Owner Participant or the Guarantor shall take any action consent to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trusteecustodian, receiver, liquidator, custodian trustee or other similar official liquidator of it itself or any of a substantial part of its property, property or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) shall make a general assignment for the benefit of creditors; or (f) the Owner Trustee (as Owner Trustee and not in its individual capacity), the Owner Participant or the Guarantor shall file, or (v) consent by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any corporate action to authorize bankruptcy or insolvency law of any of the foregoingjurisdiction; or (g) an involuntary case order, judgment or other proceeding decree shall be commenced against either entered by any court of competent jurisdiction appointing, without the Company consent of the Owner Trustee (as Owner Trustee and not in its individual capacity), the Owner Participant or the Guarantor seeking liquidationGuarantor, reorganization a receiver, trustee or other relief with respect to it liquidator of the Indenture Estate, the Owner Trustee (as Owner Trustee and not in its individual capacity), the Owner Participant or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effectthe Guarantor, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or granting any order for relief in respect of the Owner Trustee (as Owner Trustee and not in its individual capacity), the Owner Participant or the Guarantor under the Federal bankruptcy laws, and any such involuntary case order, judgment or other proceeding decree of appointment shall remain undismissed and in force undismissed, unstayed or unvacated for a period of 90 60 days after the date of entry thereof; or (h) a petition against the Owner Trustee (as Owner Trustee and not in its individual capacity), the Owner Participant or the Guarantor, in a proceeding under the Federal bankruptcy laws or other insolvency law, as now or hereafter in effect, shall be filed and shall not be withdrawn or dismissed within 60 days thereafter, or if, under the provisions of any law providing for reorganization or winding-up of corporations which may apply to the Owner Trustee (as Owner Trustee and not in its individual capacity), the Owner Participant or the Guarantor, any court of competent jurisdiction shall assume jurisdiction, custody or control of the Indenture Estate, the Owner Trustee (as Owner Trustee and not in its individual capacity), the Owner Participant or the Guarantor or of any substantial part of its property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of 60 days; or Notwithstanding any provision herein to the contrary, if an Indenture Event of Default described in clause (e), (f), (g) or (h) of this Section 4.01 results solely from the bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation of Owner Trustee solely in its individual capacity, and can be cured by the appointment of a substitute Owner Trustee without adversely affecting the rights of the Indenture Trustee hereunder, then Indenture Trustee shall refrain from the exercise of any of the rights, powers or remedies pursuant to this Article IV for a period of 45 days provided Owner Participant is diligently seeking to, and does replace the bank or trust company then serving as Owner Trustee which replacement shall be deemed to cure such Indenture Event of Default.

Indenture Events of Default. The following events shall constitute "Indenture Events of Default" and each under this Indenture (whether any such Indenture Event event is voluntary or involuntary or comes about or is effected by operation of Default shall be deemed law or pursuant to exist and continue so long asor in compliance with any judgment, but only so long asdecree or order of any court or any order, it shall not have been remedied:rule or regulation of any administrative or government body): (a) default by in the Company in making any payment when due of any principal installment of principal, interest or premium (Premium, if any) on, any Equipment Note; (b) default by the Company in making any payment when due respect of any interest Note when and as the same shall become due and payable (whether on any Equipment Notethe due date thereof, a date fixed for prepayment, by acceleration or otherwise), and the continuance of such default unremedied for 10 which is not thereafter paid within five Business Days after the same shall have become becomes due and payable; (b) the existence of a BJ Event of Default (other than a BJ Event of Default arising by reason of nonpayment of, or failure to perform with respect to, Excepted Property); (c) default in the due observance or performance of any failure other covenant or agreement to be observed or performed by Nonaffiliated Partner Trustee (in its individual capacity or as Nonaffiliated Partner Trustee) under the Company Notes or hereunder or to be observed or performed by Nonaffiliated Partner Trustee (in its individual capacity or as Nonaffiliated Partner Trustee) or any Beneficiary for the benefit of any Holder under the Participation Agreement or the Guarantor to observe or perform in Trust Agreement, and any material respect any covenant or obligation of itsuch default continues unremedied for 30 days after Nonaffiliated Partner Trustee and Beneficiaries receive notice thereof from Indenture Trustee specifying the default and demanding that the same be remedied; except that, in this Indenture or the Equipment Notes if, but only if, if such failure is capable of being remedied and such remedy does not remedied within involve the payment of money alone, no such failure shall constitute an Indenture Event of Default hereunder while Nonaffiliated Partner Trustee (in its individual capacity or as Nonaffiliated Partner Trustee)or any Beneficiary is diligently proceeding to remedy such failure, but in no event shall such failure continue unremedied for a period of 120 the lesser of 90 days after there has been given to from the Company or date of such notice and the Guarantor, as number of days remaining in the case may be, by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such failure and requiring it to be remediedTransaction Term; (d) any representation or warranty made by the Company hereunderNonaffiliated Partner Trustee (in its individual capacity or as Nonaffiliated Partner Trustee) herein, or by Nonaffiliated Partner Trustee or any representative of Beneficiary in the Company Participation Agreement or in any document certificate or certificate other statement furnished by Nonaffiliated Partner Trustee (in its individual capacity or as Nonaffiliated Partner Trustee) or any Beneficiary to the Indenture Trustee or any Holder in connection herewith or pursuant hereto, shall prove at any time to have been with the transactions contemplated by the Participation Agreement is incorrect in any material adverse respect as of the date made and such incorrectness shall remain material and unremedied for a period of 120 days after the date on which there has been given to the Company by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectnessissuance or making thereof; (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any of the foregoing; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days.

Indenture Events of Default. The following events shall constitute "Indenture Events of Default" and each such Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been remedied: (a) subject to Section 4.04(a), a Lease Event of Default (other than a Lease Event of Default by reason of a default by the Company Lessee to pay any amounts which are part of the Excepted Property); or (b) default by the Owner Trustee in making any payment when due of any principal of or premium (of, premium, if any) , or interest on, any Equipment Note; (b) default by the Company in making any payment when due of any interest on any Note or Equipment NoteNotes, and the continuance of such default unremedied for 10 Business Days after the same shall have become due and payable;; or (c) any failure by the Company Owner Trustee or the Guarantor Owner Participant to observe or perform in any material respect any covenant or obligation of itthem or any of them, in this Indenture or the Equipment Notes if(other than as set forth in clause (b) above) or in the Participation Agreement or by the Guarantor in the Guaranty, but only if, if such failure is not remedied within a period of 120 30 days after there has been given to the Company or Owner Trustee, the Guarantor, as Owner Participant and the case may be, Lessee by the Indenture Trustee or the Holders by any holder of 25% or more in aggregate principal amount of the an Equipment Notes then outstanding Note a written notice specifying such failure and requiring it to be remedied;; or (d) any representation or warranty made by the Company hereunderOwner Trustee or the Owner Participant under the Participation Agreement, or by the Owner Trustee hereunder or by the Guarantor in the Guaranty, or by any representative or Affiliate of the Company Owner Trustee or the Owner Participant or the Guarantor in any document or certificate furnished to the Indenture Trustee or the Loan Participant in connection herewith or therewith or pursuant heretohereto or thereto, shall prove at any time to have been incorrect in any material adverse respect as of the date made and such incorrectness shall remain material and continue unremedied for a period of 120 30 days after the date on which there has been given to the Company by Owner Trustee and the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding Owner Participant a written notice specifying such incorrectness;, stating that such incorrectness is a default hereunder and requiring it to be remedied by the Indenture Trustee or by any holder of an Equipment Note; or (e) the Guarantee shall cease to be Owner Trustee (as Owner Trustee and not in full force and effect its individual capacity), the Owner Participant, the OP General Partner or the Guarantor shall take any action consent to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trusteecustodian, receiver, liquidator, custodian trustee or other similar official liquidator of it itself or any of a substantial part of its property, property or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) shall make a general assignment for the benefit of creditors; or (f) the Owner Trustee (as Owner Trustee and not in its individual capacity), the Owner Participant, the OP General Partner or the Guarantor shall file, or (v) consent by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any corporate action to authorize bankruptcy or insolvency law of any of the foregoingjurisdiction; or (g) an involuntary case order, judgment or other proceeding decree shall be commenced against either entered by any court of competent jurisdiction appointing, without the Company consent of the Owner Trustee (as Owner Trustee and not in its individual capacity), the Owner Participant, the OP General Partner or the Guarantor seeking liquidationGuarantor, reorganization a receiver, trustee or other relief with respect to it liquidator of the Indenture Estate, the Owner Trustee (as Owner Trustee and not in its individual capacity), the Owner Participant, the OP General Partner or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effectthe Guarantor, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or granting any order for relief in respect of the Owner Trustee (as Owner Trustee and not in its individual capacity), the Owner Participant, the OP General Partner or the Guarantor under the Federal bankruptcy laws, and any such involuntary case order, judgment or other proceeding decree of appointment shall remain undismissed and in force undismissed, unstayed or unvacated for a period of 90 60 days after the date of entry thereof; or (h) a petition against the Owner Trustee (as Owner Trustee and not in its individual capacity), the Owner Participant, the OP General Partner or the Guarantor, in a proceeding under the Federal bankruptcy laws or other insolvency law, as now or hereafter in effect, shall be filed and shall not be withdrawn or dismissed within 60 days thereafter, or if, under the provisions of any law providing for reorganization or winding-up of corporations which may apply to the Owner Trustee (as Owner Trustee and not in its individual capacity), the Owner Participant, the OP General Partner or the Guarantor, any court of competent jurisdiction shall assume jurisdiction, custody or control of the Indenture Estate, the Owner Trustee (as Owner Trustee and not in its individual capacity), the Owner Participant, the OP General Partner or the Guarantor or of any substantial part of its property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of 60 days; or (i) any repudiation by the Guarantor of its obligations under the Guaranty; or (j) the Guaranty ceases to be in full force and effect. Notwithstanding any provision herein to the contrary, if an Indenture Event of Default described in clause (e), (f), (g) or (h) of this Section 4.01 results solely from the bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation of Owner Trustee solely in its individual capacity, and can be cured by the appointment of a substitute Owner Trustee without adversely affecting the rights of the Indenture Trustee hereunder, then Indenture Trustee shall refrain from the exercise of any of the rights, powers or remedies pursuant to this Article IV for a period of 45 days provided Owner Participant is diligently seeking to, and does replace the bank or trust company then serving as Owner Trustee which replacement shall be deemed to cure such Indenture Event of Default.

Indenture Events of Default. The following events shall constitute "Indenture Events of Default" under this Agreement (whether any such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and each such Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been be remedied: (a) default the failure (other than by reason of a Lease Event of Default) of the Company in making Owner Trustee to pay when due any payment when due of any principal of or premium (Premium or Break Amount, if any) on, any Equipment Note; (b) default by the Company in making any payment when due of any or interest on any Equipment NoteCertificate and such failure shall have continued unremedied for seven Business Days, or the failure (other than by reason of a Lease Event of Default) of the Owner Trustee to pay when due any other amount due and payable hereunder, or under any Certificate, and the continuance of such default failure shall have continued unremedied for 10 Business Days after notice thereof to the same shall have become due and payable;Owner Trustee; or (cb) any failure Lessor Lien required to be discharged by Shawmut Bank Connecticut, National Association, pursuant to Section 4.02 or required to be discharged by the Company Owner Trustee pursuant to Section 4.01(ii) or required to be discharged or bonded (in a manner reasonably satisfactory to the Guarantor Indenture Trustee) by the Owner Participant pursuant to observe or perform in any material respect any covenant or obligation Section 8(g) of it, in this Indenture or the Equipment Notes if, but only if, such failure is not remedied within Participation Agreement shall remain undischarged for a period of 120 30 calendar days after there has been given to the a Responsible Officer or Responsible Company or the GuarantorOfficer, as the case may be, by of Shawmut Bank Connecticut, National Association, the Owner Trustee or the Holders Owner Participant, as the case may be, shall have actual knowledge of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such failure and requiring it to be remedied;Lessor Lien; or (dc) any representation or warranty made by the Company hereunderOwner Trustee or the Owner Participant herein or in the Participation Agreement, or made by any representative Person guaranteeing or supporting the obligations of the Company Owner Participant under the Operative Agreements in any document its guarantee or certificate furnished to the Trustee in connection herewith or pursuant heretosupport agreement, shall prove at any time to have been false or incorrect when made in any material adverse respect as to the Certificate Holders, is material at the time of discovery and, if curable, is not cured within 30 days of notice thereof to the Owner Participant and the Owner Trustee from the Indenture Trustee; or (d) [Intentionally omitted] (e) any failure by the Owner Trustee to observe or perform any other covenant or obligation of the date made and Owner Trustee contained in this Indenture or in the Participation Agreement or any failure by the Owner Participant to observe or perform any other covenant or TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -31- 38 obligation of the Owner Participant contained in the Participation Agreement or any failure by any Person guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements to perform any covenant or obligation of such incorrectness shall remain material and unremedied for Person under its guarantee or support agreement which, in any case, is not remedied within a period of 120 30 calendar days after the date on which there notice thereof has been given to the Company by Owner Trustee and the Trustee Owner Participant or such Person, as the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectness; (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable;case may be; or (f) there shall be a Lease Event of Default other than, without the consent of the Owner Trustee in its sole discretion, a Lease Event of Default arising by reason of nonpayment when due of any Excluded Payments; or (g) either the Company Trust Estate or the Guarantor Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements shall (i) commence file, or consent by answer or otherwise to the filing against it of a voluntary case petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (ii) make an assignment for the benefit of its creditors, or (iii) consent to the appointment of a custodian, receiver, trustee or other proceeding seeking liquidationofficer with similar powers of itself or any substantial part of its property; provided, reorganization or other relief that an event referred to in this Section 8.01(g) with respect to itself the Owner Participant shall not constitute an Indenture Event of Default if (A) an order, judgment or its debts decree shall be entered in a proceeding by a court or a trustee, custodian, receiver or liquidator which is either final and non-appealable or has not been stayed pending any appeal, or (B) an opinion of counsel satisfactory to the Indenture Trustee shall be provided by the Owner Participant, in each case to the effect that no part of the Trust Estate created by the Trust Agreement (except for the Owner Participant's beneficial interest in such Trust Estate) and no right, title or interest under the Indenture Estate shall be included in, or be subject to, any declaration or adjudication of, or proceedings with respect to, the bankruptcy, insolvency or other similar law now liquidation of the Owner Participant referred to in this Section 8.01(g); or (h) a court or hereafter governmental authority of competent jurisdiction shall enter an order appointing, without consent by the Trust Estate or the Owner Trustee with respect thereto (and not in effectits individual capacity) or the Owner Participant or any Person guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements, or seeking the appointment of a trusteecustodian, receiver, liquidator, custodian trustee or other officer with similar official of powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Trust Estate or the Owner Trustee with respect thereto (iiand not in its individual capacity) consent to or the Owner Participant or any Person guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements and any such relief order or petition is not dismissed or stayed within 90 days after the earlier of the entering of any such order or the approval of any such petition; provided, that an event referred to in this Section 8.01(h) with respect to the appointment Owner Participant shall not constitute an Event of Default if (A) an order, judgment or taking possession decree shall be entered in a proceeding by a court or a trustee, custodian, receiver or liquidator which is either final and non-appealable or has not been stayed pending any such official in any voluntary case or other proceeding commenced against itappeal, or (iiiB) admit an opinion of counsel satisfactory to the Indenture Trustee shall be provided by the Owner Participant, in writing its inability each case TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -32- 39 to pay its debts generally as they come duethe effect that no part of the Trust Estate created by the Trust Agreement (except for the Owner Participant's beneficial interest in such Trust Estate) and no right, title or interest under the Indenture Estate shall be included in, or (iv) make a general assignment for the benefit of creditorsbe subject to, any declaration or adjudication of, or (v) take any corporate action to authorize any of the foregoing; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief proceedings with respect to it or its respective debts under any to, the bankruptcy, insolvency or other similar law now or hereafter liquidation of the Owner Participant referred to in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 daysthis Section 8.01(h).

Indenture Events of Default. The following events shall constitute "Indenture Events of Default" under this Agreement (whether any such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and each such Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been be waived or remedied: (a) default the failure (other than by reason of a Lease Event of Default) of the Company in making Owner Trustee to pay when due any payment when due of any principal of or premium (Premium or Break Amount, if any) on, any Equipment Note; (b) default by the Company in making any payment when due of any or interest on any Equipment NoteCertificate and such failure shall have continued unremedied for seven Business Days, or the failure (other than by reason of a Lease Event of Default) of the Owner Trustee to pay when due any other amount due and payable hereunder, or under any Certificate, and the continuance of such default failure shall have continued unremedied for 10 Business Days after notice thereof to the same shall have become due and payable; Owner Trustee; or TRUST INDENTURE AND SECURITY AGREEMENT [N396SW] -33- 40 (cb) any failure Lessor Lien required to be discharged by Shawmut Bank Connecticut, National Association, pursuant to Section 4.02 or required to be discharged by the Company Owner Trustee pursuant to Section 4.01(ii) or required to be discharged or bonded (in a manner reasonably satisfactory to the Guarantor Indenture Trustee) by the Owner Participant pursuant to observe or perform in any material respect any covenant or obligation Section 8(g) of it, in this Indenture or the Equipment Notes if, but only if, such failure is not remedied within Participation Agreement shall remain undischarged for a period of 120 30 calendar days after there has been given to the a Responsible Officer or Responsible Company or the GuarantorOfficer, as the case may be, by of Shawmut Bank Connecticut, National Association, the Owner Trustee or the Holders of 25% or more in aggregate principal amount of Owner Participant, as the Equipment Notes then outstanding a written notice specifying such failure and requiring it to be remedied; (d) any representation or warranty made by the Company hereunder, or by any representative of the Company in any document or certificate furnished to the Trustee in connection herewith or pursuant heretocase may be, shall prove at any time to have been incorrect in any material adverse respect as actual knowledge of the date made and such incorrectness shall remain material and unremedied for a period of 120 days after the date on which there has been given to the Company by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectness; (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any of the foregoingLessor Lien; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days.

Indenture Events of Default. The following events shall --------------------------- constitute "Indenture Events of Default" and each under this Agreement (whether any such Indenture Event of Default event shall be deemed voluntary or involuntary or come about or be effected by operation of law or pursuant to exist and continue so long asor in compliance with any judgment, but only so long asdecree or order of any court or any order, it shall not have been remedied:rule or regulation of any administrative or governmental body): (a) default by the Company in making Owner shall fail to pay (i) any payment amount of interest on, Make-Whole Amount, if any, or principal of any Equipment Note when due of any principal of and payable (whether upon redemption or premium (if anypurchase, final maturity, acceleration or otherwise) on, any Equipment Note; (b) default by the Company in making any payment when due of any interest on any Equipment Note, and the continuance of such default failure shall continue unremedied for 10 Business Days after the same such amount shall have become due and payable;, (ii) any other amount payable by Owner hereunder (other than with respect to the Swap Obligations) or under the Participation Agreement when due and payable and such failure shall continue unremedied for more than 20 Business Days after receipt by Owner of written notice from the Indenture Trustee, or (iii) any amount payable by Swap Provider under the Confirmation with respect to the Swap Obligations when due and [Trust Indenture and Mortgage ([_________])] payable and such failure shall continue unremedied for 10 Business Days after such amount shall have become due and payable; or (b) Owner shall fail to carry and maintain on or with respect to the Aircraft (or cause to be carried and maintained) insurance required to be maintained in accordance with the provisions of Section 4.03 hereof; provided that such lapse or cancellation shall not constitute an Indenture Event of Default until the earlier of (i) 30 days after receipt by the Indenture Trustee of written notice of such lapse or cancellation or (ii) the date that such lapse or cancellation is effective as to the Indenture Trustee; or (c) any failure by the Company Owner shall have failed to perform or the Guarantor observe (or caused to observe or perform be performed and observed) in any material respect any other covenant or obligation of it, in this Indenture agreement to be performed or observed by it under any Operative Document or the Equipment Notes ifConfirmation, but only ifand such failure shall continue unremedied for a period of 60 days after receipt by Owner of written notice thereof from Indenture Trustee; provided, however, that if Owner shall have undertaken to cure any such failure and, notwithstanding the reasonable diligence of Owner in attempting to cure such failure, such failure is not remedied cured within a said 60- day period there shall exist no Indenture Event of 120 days after there has been given Default under this Section 8.01 so long as Owner is proceeding with due diligence to the Company or the Guarantor, as the case may be, by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying cure such failure and requiring it to be remedied;such failure is in fact cured within 360 days; or (d) any representation or warranty made by the Company hereunder, Owner herein or in any Operative Document or by any representative of the Company Swap Provider in any document or certificate furnished to the Trustee in connection herewith or pursuant hereto, Confirmation shall prove at any time to have been incorrect in any material adverse respect as of at the date time made and shall remain material at the time in question; provided, however, such incorrectness shall remain material and unremedied constitute a default hereunder only if such incorrectness shall continue uncured for a period of 120 60 days after the date on which there has been given to the Company receipt by the Owner of a written notice from (x) Indenture Trustee or (y) subject to Section 2.6 of the Holders Intercreditor Agreement, holders of 25% or more in aggregate outstanding principal amount of the Equipment Notes then outstanding a written notice specifying or (z) the Swap Counterparty with respect to the Confirmation, in each case advising Owner of the existence of such incorrectness;; or (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary commencement of an involuntary case or other proceeding seeking liquidationin respect of Owner in an involuntary case under the federal bankruptcy laws, reorganization as now or hereafter constituted, or any other relief with respect to itself applicable federal or its debts under any state bankruptcy, insolvency or other similar law now or hereafter in effect, the United States or seeking the appointment of a trustee, receiver, liquidator, custodian assignee, custodian, trustee, sequestrator (or other similar official official) of it Owner or any substantial part for all or substantially all of its property, or (ii) consent to seeking the winding-up or liquidation of its affairs and the continuation of any such case or other proceeding undismissed or unstayed for a period of ninety (90) consecutive days or an order for relief under Chapter 11 of the Bankruptcy Code with respect to Owner as debtor or any other order, judgment or decree shall be entered in any proceeding by any court of competent jurisdiction appointing, without the consent of Owner, a receiver, trustee or liquidator of Owner, or for all or substantially all of its property, or sequestering of all or substantially all of the property of Owner and any such order, judgment or decree or appointment or sequestration shall be [Trust Indenture and Mortgage ([_________])] final or shall remain in force undismissed, unstayed or unvacated for a period of ninety (90) days after the date of entry thereof; or (f) the commencement by Owner of a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar law in the United States, or the consent by Owner to the appointment of or taking possession by any such official in any voluntary case a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other proceeding commenced against itsimilar official) of Owner or for all or substantially all of its property, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general the making by Owner of any assignment for the benefit of creditors, creditors or (v) Owner shall take any corporate action to authorize any of the foregoing; or (g) an involuntary case . provided, however, that, notwithstanding anything to the contrary contained in this Section 8.01, any failure of Owner to perform or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidationobserve any covenant, reorganization or other relief with respect to it or its respective debts under any bankruptcycondition, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it agreement or any substantial part error in a representation or warranty shall not constitute an Indenture Event of its property, and Default if such involuntary case failure or other proceeding shall remain undismissed and unstayed for a period error is caused solely by reason of 90 daysany event that constitutes an Event of Loss so long as Owner is continuing to comply with all of the terms of Section 5.01 hereof.

Indenture Events of Default. The following events shall constitute "Indenture Events of Default" under this Agreement (whether any such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and each such Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been be waived or remedied: (a) default the failure (other than by reason of a Lease Event of Default) of the Company in making Owner Trustee to pay when due any payment when due of any principal of or premium (Premium or Break Amount, if any) on, any Equipment Note; (b) default by the Company in making any payment when due of any or interest on any Equipment NoteCertificate and such failure shall have continued unremedied for seven Business Days, or the failure (other than by reason of a Lease Event of Default) of the Owner Trustee to pay when due any other amount due and payable hereunder, or under any Certificate, and the continuance of such default failure shall have continued unremedied for 10 Business Days after notice thereof to the same shall have become due and payable;Owner Trustee; or (cb) any failure Lessor Lien required to be discharged by Shawmut Bank Connecticut, National Association, pursuant to Section 4.02 or required to be discharged by the Company Owner Trustee pursuant to Section 4.01(ii) or required to be discharged or bonded (in a manner reasonably satisfactory to the Guarantor Indenture Trustee) by the Owner Participant pursuant to observe or perform in any material respect any covenant or obligation Section 8(g) of it, in this Indenture or the Equipment Notes if, but only if, such failure is not remedied within Participation Agreement shall remain undischarged for a period of 120 30 calendar days after there has been given to the a Responsible Officer or Responsible Company or the GuarantorOfficer, as the case may be, by of Shawmut Bank Connecticut, National Association, the Owner Trustee or the Holders Owner Participant, as the case may be, shall have actual knowledge of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such failure and requiring it to be remedied;Lessor Lien; or (dc) any representation or warranty made by the Company hereunderOwner Trustee or the Owner Participant or Shawmut Bank Connecticut, National Association, herein or in the Participation Agreement, or made by any representative Person guaranteeing or supporting the obligations of the Company Owner Participant under the Operative Agreements in any document its guarantee or certificate furnished to the Trustee in connection herewith or pursuant heretosupport agreement, shall prove at any time to have been false or incorrect when made in any material adverse respect to the Certificate Holders, is material at the time of discovery and, if curable, is not cured within 30 days of notice thereof to the Owner Participant and the Owner Trustee from the Indenture Trustee; or (d) any failure by the Owner Trustee to observe its covenant in Section 4.01(iii), insofar as it relates to the Owner Trustee's obligation to the Indenture Trustee only, or in Section 4.01(vi), and such failure shall have continued unremedied for ten Business Days; or any failure by the Owner Trustee to observe any of its other covenants in Section 4.01 or any failure by the Owner Participant to observe any of its covenants in Section 8(b), 8(l), 8(v) or 10 of the date made and Participation Agreement, or disaffirmance or repudiation by any Person guaranteeing TRUST INDENTURE AND SECURITY AGREEMENT [N602SW] -31- 38 or supporting the obligations of the Owner Participant under the Operative Agreements of its obligations under its guarantee or support agreement; or (e) any failure by the Owner Trustee or Shawmut Bank Connecticut, National Association, to observe or perform any other covenant or obligation of the Owner Trustee or Shawmut Bank Connecticut, National Association, as the case may be, contained in this Indenture or in the Participation Agreement or any failure by the Owner Participant to observe or perform any other covenant or obligation of the Owner Participant contained in the Participation Agreement or any failure by any Person guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements to perform any covenant or obligation of such incorrectness shall remain material and unremedied for Person under its guarantee or support agreement which, in any case, is not remedied within a period of 120 30 calendar days after the date on which there notice thereof has been given to the Company by Owner Trustee and the Trustee Owner Participant or such Person, as the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectness; (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable;case may be; or (f) there shall be a Lease Event of Default other than, without the consent of the Owner Trustee in its sole discretion, a Lease Event of Default arising by reason of nonpayment when due of any Excluded Payments; or (g) either the Company Trust Estate or the Guarantor Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements shall (i) commence file, or consent by answer or otherwise to the filing against it of a voluntary case petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (ii) make an assignment for the benefit of its creditors, or (iii) consent to the appointment of a custodian, receiver, trustee or other proceeding seeking liquidationofficer with similar powers of itself or any substantial part of its property; provided, reorganization or other relief that an event referred to in this Section 8.01(g) with respect to itself the Owner Participant shall not constitute an Indenture Event of Default if (A) an order, judgment or its debts decree shall be entered in a proceeding by a court or a trustee, custodian, receiver or liquidator which is either final and non-appealable or has not been stayed pending any appeal, or (B) an opinion of counsel satisfactory to the Indenture Trustee shall be provided by the Owner Participant, in each case to the effect that no part of the Trust Estate created by the Trust Agreement (except for the Owner Participant's beneficial interest in such Trust Estate) and no right, title or interest under the Indenture Estate shall be included in, or be subject to, any declaration or adjudication of, or proceedings with respect to, the bankruptcy, insolvency or other similar law now liquidation of the Owner Participant referred to in this Section 8.01(g); or (h) a court or hereafter governmental authority of competent jurisdiction shall enter an order appointing, without consent by the Trust Estate or the Owner Trustee with respect thereto (and not in effectits individual capacity) or the Owner Participant or any Person guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements, or seeking the appointment of a trusteecustodian, receiver, liquidator, custodian trustee or other officer with similar official of powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Trust Estate or the Owner Trustee with respect thereto (iiand not in its individual capacity) consent to or the Owner Participant or any Person guaranteeing or supporting the obligations of the Owner Participant under the Operative TRUST INDENTURE AND SECURITY AGREEMENT [N602SW] -32- 39 Agreements and any such relief order or petition is not dismissed or stayed within 90 days after the earlier of the entering of any such order or the approval of any such petition; provided, that an event referred to in this Section 8.01(h) with respect to the appointment Owner Participant shall not constitute an Event of Default if (A) an order, judgment or taking possession decree shall be entered in a proceeding by a court or a trustee, custodian, receiver or liquidator which is either final and non-appealable or has not been stayed pending any such official in any voluntary case or other proceeding commenced against itappeal, or (iiiB) admit an opinion of counsel satisfactory to the Indenture Trustee shall be provided by the Owner Participant, in writing its inability each case to pay its debts generally as they come duethe effect that no part of the Trust Estate created by the Trust Agreement (except for the Owner Participant's beneficial interest in such Trust Estate) and no right, title or interest under the Indenture Estate shall be included in, or (iv) make a general assignment for the benefit of creditorsbe subject to, any declaration or adjudication of, or (v) take any corporate action to authorize any of the foregoing; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief proceedings with respect to it or its respective debts under any to, the bankruptcy, insolvency or other similar law now or hereafter liquidation of the Owner Participant referred to in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 daysthis Section 8.01(h).

Indenture Events of Default. The following events shall constitute "Indenture Events of Default" and each under this Indenture (whether any such Indenture Event event is voluntary or involuntary or comes about or is effected by operation of Default shall be deemed law or pursuant to exist and continue so long asor in compliance with any judgment, but only so long asdecree or order of any court or any order, it shall not have been remedied:rule or regulation of any administrative or government body): (a) default by in the Company in making any payment when due of any principal installment of principal, interest or premium (Premium, if any) on, any Equipment Note; (b) default by the Company in making any payment when due respect of any interest Note when and as the same shall become due and payable (whether on any Equipment Notethe due date thereof, a date fixed for prepayment, by acceleration or otherwise), and the continuance of such default unremedied for 10 which is not thereafter paid within five Business Days after the same shall have become becomes due and payable; (b) the existence of a BJ Event of Default; (c) default in the due observance or performance of any failure other covenant or agreement to be observed or performed by Nonaffiliated Partner Trustee (in its individual capacity or as Nonaffiliated Partner Trustee) under the Company Notes or hereunder or to be observed or performed by Nonaffiliated Partner Trustee (in its individual capacity or as Nonaffiliated Partner Trustee) or any Beneficiary for the benefit of any Holder under the Participation Agreement or the Guarantor to observe or perform in Trust Agreement, and any material respect any covenant or obligation of itsuch default continues unremedied for 30 days after Nonaffiliated Partner Trustee and Beneficiaries receive notice thereof from Indenture Trustee specifying the default and demanding that the same be remedied; except that, in this Indenture or the Equipment Notes if, but only if, if such failure is capable of being remedied and such remedy does not remedied within involve the payment of money alone, no such failure shall constitute an Indenture Event of Default hereunder while Nonaffiliated Partner Trustee (in its individual capacity or as Nonaffiliated Partner Trustee)or any Beneficiary is diligently proceeding to remedy such failure, but in no event shall such failure continue unremedied for a period of 120 the lesser of 90 days after there has been given to from the Company or date of such notice and the Guarantor, as number of days remaining in the case may be, by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such failure and requiring it to be remediedTransaction Term; (d) any representation or warranty made by the Company hereunderNonaffiliated Partner Trustee (in its individual capacity or as Nonaffiliated Partner Trustee) herein, or by Nonaffiliated Partner Trustee or any representative of Beneficiary in the Company Participation Agreement or in any document certificate or certificate other statement furnished by Nonaffiliated Partner Trustee (in its individual capacity or as Nonaffiliated Partner Trustee) or any Beneficiary to the Indenture Trustee or any Holder in connection herewith or pursuant hereto, shall prove at any time to have been with the transactions contemplated by the Participation Agreement is incorrect in any material adverse respect as of the date made and such incorrectness shall remain material and unremedied for a period of 120 days after the date on which there has been given to the Company by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectnessissuance or making thereof; (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any of the foregoing; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days.

Indenture Events of Default. The following events shall constitute "Indenture Events of Default" under this Agreement (whether any such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and each such Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been be waived or remedied: (a) default the failure (other than by reason of a Lease Event of Default) of the Company in making Owner Trustee to pay when due any payment when due of any principal of or premium (Premium or Break Amount, if any) on, any Equipment Note; (b) default by the Company in making any payment when due of any or interest on any Equipment NoteCertificate and such failure shall have continued unremedied for seven Business Days, or the failure (other than by reason of a Lease Event of Default) of the Owner Trustee to pay when due any other amount due and payable hereunder, or under any Certificate, and the continuance of such default failure shall have continued unremedied for 10 Business Days after notice thereof to the same shall have become due and payable; Owner Trustee; or TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -33- 40 (cb) any failure Lessor Lien required to be discharged by Shawmut Bank Connecticut, National Association, pursuant to Section 4.02 or required to be discharged by the Company Owner Trustee pursuant to Section 4.01(ii) or required to be discharged or bonded (in a manner reasonably satisfactory to the Guarantor Indenture Trustee) by the Owner Participant pursuant to observe or perform in any material respect any covenant or obligation Section 8(g) of it, in this Indenture or the Equipment Notes if, but only if, such failure is not remedied within Participation Agreement shall remain undischarged for a period of 120 30 calendar days after there has been given to the a Responsible Officer or Responsible Company or the GuarantorOfficer, as the case may be, by of Shawmut Bank Connecticut, National Association, the Owner Trustee or the Holders of 25% or more in aggregate principal amount of Owner Participant, as the Equipment Notes then outstanding a written notice specifying such failure and requiring it to be remedied; (d) any representation or warranty made by the Company hereunder, or by any representative of the Company in any document or certificate furnished to the Trustee in connection herewith or pursuant heretocase may be, shall prove at any time to have been incorrect in any material adverse respect as actual knowledge of the date made and such incorrectness shall remain material and unremedied for a period of 120 days after the date on which there has been given to the Company by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectness; (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any of the foregoingLessor Lien; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days.

Indenture Events of Default. The following events shall constitute "Indenture Events of Default" under this Indenture (whether any such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and each such Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been be remedied: (a) default by the Company in making any payment when due amount of interest upon any Certificate or of principal of any principal Certificate or of or premium (premium, if any) on, any Equipment Note; (b) default by the Company in making any payment when due respect of any interest on any Equipment NoteCertificate shall not be paid when Indenture-38 (1994 747 B) due and payable (whether upon redemption or purchase, final maturity, acceleration or otherwise) and the continuance of such default unremedied in payment shall continue for more than 10 Business Days days after the same such amount shall have become due and payable; (cb) any failure by the Company Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, to observe or perform in any material respect any covenant or obligation required pursuant to clauses (i) and (ii) of Article 4 hereof or Section 8(b) or 8(g) of the Participation Agreement or the Guarantor failure by the Owner Participant to observe or perform in any material respect any covenant or obligation of itit contained in Section 8(b) or 8(g) of the Participation Agreement, or, to the extent that the interest of the Indenture Trustee or any Holder of an Outstanding Certificate is adversely affected by such failure, in this Section 11.01 of the Trust Agreement or by the termination or revocation by the Owner Participant of the trust created by the Trust Agreement without the Indenture or the Equipment Notes Trustee's prior written consent if, but only if, such failure or termination or revocation is not remedied within a period of 120 30 days after there has been given to the Company Owner Trustee and the Owner Participant by registered or the Guarantor, as the case may be, by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding certified mail a written notice specifying such failure and requiring it to be remediedremedied and stating that such notice is a "Notice of Default" hereunder by the Indenture Trustee or by the Holders of at least 25% in principal amount of Outstanding Certificates; (c) any failure by the Owner Trustee, in its individual capacity or as Owner Trustee, to observe or perform any other covenant or obligation of the Owner Trustee contained in this Indenture or in the Participation Agreement or any failure by the Owner Participant to observe or perform any other covenant or obligation of the Owner Participant contained in the Participation Agreement which failure, in any case and either individually or together with other then existing failures, shall have a material adverse effect on the rights and interests of the Holders and is not remedied within a period of 30 days after there has been given to the Owner Trustee and the Owner Participant by registered or certified mail, a written notice specifying such failure and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder, by the Indenture Trustee or by the Holders of at least 25% in principal amount of Outstanding Certificates; provided, however, that, if the Owner Trustee, in its individual capacity or as Owner Trustee, or the Owner Participant shall have undertaken to cure any such failure and, notwithstanding the reasonable diligence of any of them in attempting to cure such failure, such failure is not cured within said 30 day period but is curable with future due diligence, there shall exist no Indenture Event of Default as a consequence of such failure so long as the Owner Trustee in its individual capacity or as Owner Trustee or the Owner Participant is proceeding with due diligence to cure such failure, there exists no adverse effect on the Lien of this Indenture and such failure is in fact cured within a further period of 90 days; Indenture-39 (1994 747 B) (d) any representation or warranty made by the Company Owner Trustee, in its individual capacity or as Owner Trustee, or by the Owner Participant under the Participation Agreement or the Redemption and Refinancing Agreement, or by the Owner Trustee hereunder, or by any representative of the Company Owner Trustee, in its individual capacity or as Owner Trustee, or by the Owner Participant in any document or certificate furnished to the Indenture Trustee in connection herewith or therewith or pursuant heretohereto or thereto, shall prove at any time to have been incorrect in any material adverse respect as of the date made and such incorrectness shall remain material at the date of the notice referred to below and such incorrectness shall continue unremedied for a period of 120 30 days after the date on which there has been given to the Company Owner Trustee and the Owner Participant by the Trustee registered or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding certified mail, a written notice specifying such incorrectness; (e) the Guarantee shall cease incorrectness and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder, by the Indenture Trustee or by the Holders of at least 25% in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceableprincipal amount of Outstanding Certificates; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any of the foregoing; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days.

Indenture Events of Default. The following events shall constitute "Indenture Events of Default" under this Agreement (whether any such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and each such Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been be remedied: (a) default the failure (other than by reason of a Lease Event of Default) of the Company in making Owner Trustee to pay when due any payment when due of any principal of or premium (Premium or Break Amount, if any) on, any Equipment Note; (b) default by the Company in making any payment when due of any or interest on any Equipment NoteCertificate and such failure shall have continued unremedied for seven Business Days, or the failure (other than by reason of a Lease Event of Default) of the Owner Trustee to pay when due any other amount due and payable hereunder, or under any Certificate, and the continuance of such default failure shall have continued unremedied for 10 Business Days after notice thereof to the same shall have become due and payable;Owner Trustee; or (cb) any failure Lessor Lien required to be discharged by Shawmut Bank Connecticut, National Association, pursuant to Section 4.02 or required to be discharged by the Company Owner Trustee pursuant to Section 4.01(ii) or required to be discharged or bonded (in a manner reasonably satisfactory to the Guarantor Indenture Trustee) by the Owner Participant pursuant to observe or perform in any material respect any covenant or obligation Section 8(g) of it, in this Indenture or the Equipment Notes if, but only if, such failure is not remedied within Participation Agreement shall remain undischarged for a period of 120 30 calendar days after there has been given to the a Responsible Officer or Responsible Company or the GuarantorOfficer, as the case may be, by of Shawmut Bank Connecticut, National Association, the Owner Trustee or the Holders Owner Participant, as the case may be, shall have actual knowledge of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such failure and requiring it to be remedied;Lessor Lien; or (dc) any representation or warranty made by the Company hereunderOwner Trustee or the Owner Participant herein or in the Participation Agreement, or made by any representative Person guaranteeing or supporting the obligations of the Company Owner Participant under the Operative Agreements in any document its guarantee or certificate furnished to the Trustee in connection herewith or pursuant heretosupport agreement, shall prove at any time to have been false or incorrect when made in any material adverse respect as to the Certificate Holders, is material at the time of discovery and, if curable, is not cured within 30 days of notice thereof to the Owner Participant and the Owner Trustee from the Indenture Trustee; or (d) [Intentionally omitted] (e) any failure by the Owner Trustee to observe or perform any other covenant or obligation of the date made and Owner Trustee contained in this Indenture or in the Participation Agreement or any failure by the Owner Participant to observe or perform any other covenant or TRUST INDENTURE AND SECURITY AGREEMENT [N605SW] -31- 38 obligation of the Owner Participant contained in the Participation Agreement or any failure by any Person guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements to perform any covenant or obligation of such incorrectness shall remain material and unremedied for Person under its guarantee or support agreement which, in any case, is not remedied within a period of 120 30 calendar days after the date on which there notice thereof has been given to the Company by Owner Trustee and the Trustee Owner Participant or such Person, as the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectness; (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable;case may be; or (f) there shall be a Lease Event of Default other than, without the consent of the Owner Trustee in its sole discretion, a Lease Event of Default arising by reason of nonpayment when due of any Excluded Payments; or (g) either the Company Trust Estate or the Guarantor Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements shall (i) commence file, or consent by answer or otherwise to the filing against it of a voluntary case petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (ii) make an assignment for the benefit of its creditors, or (iii) consent to the appointment of a custodian, receiver, trustee or other proceeding seeking liquidationofficer with similar powers of itself or any substantial part of its property; provided, reorganization or other relief that an event referred to in this Section 8.01(g) with respect to itself the Owner Participant shall not constitute an Indenture Event of Default if (A) an order, judgment or its debts decree shall be entered in a proceeding by a court or a trustee, custodian, receiver or liquidator which is either final and non-appealable or has not been stayed pending any appeal, or (B) an opinion of counsel satisfactory to the Indenture Trustee shall be provided by the Owner Participant, in each case to the effect that no part of the Trust Estate created by the Trust Agreement (except for the Owner Participant's beneficial interest in such Trust Estate) and no right, title or interest under the Indenture Estate shall be included in, or be subject to, any declaration or adjudication of, or proceedings with respect to, the bankruptcy, insolvency or other similar law now liquidation of the Owner Participant referred to in this Section 8.01(g); or (h) a court or hereafter governmental authority of competent jurisdiction shall enter an order appointing, without consent by the Trust Estate or the Owner Trustee with respect thereto (and not in effectits individual capacity) or the Owner Participant or any Person guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements, or seeking the appointment of a trusteecustodian, receiver, liquidator, custodian trustee or other officer with similar official of powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Trust Estate or the Owner Trustee with respect thereto (iiand not in its individual capacity) consent to or the Owner Participant or any Person guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements and any such relief order or petition is not dismissed or stayed within 90 days after the earlier of the entering of any such order or the approval of any such petition; provided, that an event referred to in this Section 8.01(h) with respect to the appointment Owner Participant shall not constitute an Event of Default if (A) an order, judgment or taking possession decree shall be entered in a proceeding by a court or a trustee, custodian, receiver or liquidator which is either final and non-appealable or has not been stayed pending any such official in any voluntary case or other proceeding commenced against itappeal, or (iiiB) admit an opinion of counsel satisfactory to the Indenture Trustee shall be provided by the Owner Participant, in writing its inability each case TRUST INDENTURE AND SECURITY AGREEMENT [N605SW] -32- 39 to pay its debts generally as they come duethe effect that no part of the Trust Estate created by the Trust Agreement (except for the Owner Participant's beneficial interest in such Trust Estate) and no right, title or interest under the Indenture Estate shall be included in, or (iv) make a general assignment for the benefit of creditorsbe subject to, any declaration or adjudication of, or (v) take any corporate action to authorize any of the foregoing; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief proceedings with respect to it or its respective debts under any to, the bankruptcy, insolvency or other similar law now or hereafter liquidation of the Owner Participant referred to in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 daysthis Section 8.01(h).

Indenture Events of Default. The If any one of the following events shall constitute "occur (each, an “Indenture Events Event of Default" ”): 1. the Interest Payment Amount due on the Notes shall not have been paid on any Payment Date and each such non-payment shall have continued for a period of two Business Days following such Payment Date; 2. the Issuer shall have become an “investment company” or shall have become under the “control” of an “investment company” under the Investment Company Act of 1940, as amended; 3. any Notes shall not have been paid in full on the Final Stated Maturity Date; 4. the Indenture Trustee ceases to have a first priority perfected security over the Collateral; 5. the Issuer shall be in breach of any of its representations and warranties in any Program Agreement or shall fail to comply with its agreements and covenants in, or any other applicable provisions of, any Program Agreement, and such breach or failure to so comply materially and adversely affects the interests of the Noteholders and continues to materially and adversely affect the interests of the Noteholders for a period of thirty (30) days after the earlier of (i) the date on which a Trust Officer of the Indenture Trustee obtains actual knowledge of such breach or failure or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to a Trust Officer of the Indenture Trustee; or 6. an Event of Bankruptcy shall occur with respect to the Issuer, the Seller or the Repo Guarantor; or 7. any default by the Repo Guarantor under the Guaranty then, at any time during the continuance of such Indenture Event of Default shall be deemed to exist and continue so long asDefault, but only so long asthe Indenture Trustee shall, it shall not have been remedied: (a) default by the Company in making any payment when due of any principal of or premium (if any) on, any Equipment Note; (b) default by the Company in making any payment when due of any interest on any Equipment Note, and the continuance of such default unremedied for 10 Business Days after the same shall have become due and payable; (c) any failure by the Company or the Guarantor to observe or perform in any material respect any covenant or obligation of it, in this Indenture or the Equipment Notes if, but only if, such failure is not remedied within a period of 120 days after there has been given written notice to the Company or the Guarantor, as the case may be, by the Trustee or Issuer and the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such failure and requiring it to be remedied; (d) any representation or warranty made by the Company hereunder, or by any representative of the Company in any document or certificate furnished to the Trustee in connection herewith or pursuant hereto, shall prove at any time to have been incorrect in any material adverse respect as of the date made and such incorrectness shall remain material and unremedied for a period of 120 days after the date on which there has been given to the Company by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectness; (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect instruct the Issuer to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or cease purchasing Eligible Assets and (ii) consent to any such relief or to notify the appointment Noteholders, the Administrator, the Rating Agency, the Custodian, the Owner Trustee, the Standby Servicer, the Servicer, the Mortgage Loan Custodian, the Seller and the Repo Guarantor that an Indenture Event of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any of the foregoing; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 daysDefault has occurred.

Indenture Events of Default. The following events shall --------------------------- constitute "Indenture Events of Default" and each such Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been remedied: (a) a Lease Event of Default (other than a Lease Event of Default by reason of a default by the Company Lessee to pay any amounts which are part of the Excepted Property); provided that a Lease Event of Default arising solely from the Lessee's failure to make any payment of Supplemental Rent, including indemnity or tax indemnity payment as set forth in Section 14(b) of the Lease not a part of Excepted Property shall not constitute an "Indenture Event of Default" hereunder unless and until the Indenture Trustee, acting solely upon the direction of a Super-Majority in Interest, shall expressly declare such Lease Event of Default to be an "Indenture Event of Default"; or (b) default (not attributable to a default by the Lessee under the Lease) by the Owner Trustee in making any payment when due of any principal of or premium (the Rated Amortization Amount of, Make-Whole Amount, if any, or Regular Interest (other than interest on overdue principal and interest) on, any Equipment Note; (b) default by the Company in making any payment when due of any interest on any Note or Equipment NoteNotes, and the continuance of such default unremedied for 10 ten Business Days after the same shall have become due and payable;; or (c) any failure by the Company Owner Trustee or the Guarantor Owner Participant to observe or perform in any material respect any covenant or obligation (other than payment of itScheduled Amortization Amount or Late Payment Premium or interest thereon) of them or any of them, in this Indenture or the Equipment Notes if(other than as set forth in clause (b) above) or in the Participation Agreement or by any Person guaranteeing or supporting the obligations of the Owner Participant or the Owner Trustee under the Operative Agreements in any related guarantee or support agreement, but only if, if such failure is not remedied within a period of 120 30 days after there has been given to the Company Owner Trustee, the Owner Participant and the Lessee or the Guarantorsuch Person, as the case may be, by the Indenture Trustee or the Holders by any holder of 25% or more in aggregate principal amount of the an Equipment Notes then outstanding Note a written notice specifying such failure and requiring it to be remedied;; provided that, if such failure is capable of being remedied, and -------- the remedy requires an action other than, or in addition to, the payment of money, no such failure (other than one relating to the payment of such money) shall constitute an Indenture Event of Default hereunder for an additional period of 30 days after the expiration of the aforesaid 30-day period so long as the Owner Trustee or the Owner Participant or such Person, as the case may be, is diligently proceeding to remedy such failure and shall in fact remedy such failure within such period; or the disaffirmance or repudiation by any Person that has guaranteed or may guarantee or support the obligations of the Owner Participant or the Owner Trustee under the Operative Agreements; or (d) any representation or warranty made by the Company Owner Trustee as Owner Trustee and not in its individual capacity or the Owner Participant under the Participation Agreement, or by the Owner Trustee hereunder, or by any representative of the Company Owner Trustee or Trust Indenture and Security Agreement (GARC II 98-A) the Owner Participant in any document or certificate furnished to the Indenture Trustee or the Loan Participant in connection herewith or therewith or pursuant heretohereto or thereto or by any Person guaranteeing or supporting the obligations of the Owner Participant or the Owner Trustee under the Operative Agreements in any related guarantee or support agreement, shall prove at any time to have been incorrect in any material adverse respect as of the date made and such incorrectness shall remain material and continue unremedied for a period of 120 30 days after the date on which there Indenture Trustee or any holder of an Equipment Note has been given to the Company by Owner Trustee and the Trustee Owner Participant or such Person, as the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding case may be, a written notice specifying such incorrectness;, stating that such incorrectness is a default hereunder and requiring it to be remedied; provided that, if such incorrectness is capable of being remedied, no such incorrectness shall constitute an Indenture Event of Default hereunder for an additional period of 15 days after the expiration of the aforesaid 30-day period so long as the Owner Trustee or the Owner Participant or such Person, as the case may be, is diligently proceeding to remedy such incorrectness and shall in fact remedy such incorrectness within such period; provided that such incorrect representation or warranty shall be deemed to be remedied only after the Indenture Trustee receives an opinion of counsel stating that all adverse consequences thereof, if any, have been remedied; or (e) the Guarantee shall cease to be Owner Trustee (as Owner Trustee and not in full force and effect its individual capacity) or the Guarantor shall take Owner Participant or any action to seek to have Person that has guaranteed or may guarantee or support the Guarantee declared void or unenforceable; (f) either obligations of the Company Owner Participant or the Guarantor Owner Trustee under the Operative Agreements, as the case may be, shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any of the foregoing; or (gf) an involuntary case or other proceeding shall be commenced against either the Company Owner Trustee (as Owner Trustee and not in its individual capacity) or the Guarantor Owner Participant or any Person that has guaranteed or may guarantee or support the obligations of the Owner Participant or the Owner Trustee under the Operative Agreements seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 60 days.

Indenture Events of Default. The following events shall constitute "With respect to any Lessor Note, if any Indenture Events Event of Default under the applicable Indenture (an “Event of Default" ”) shall occur and be continuing, then, and in each and every case, so long as such Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been remedied: (a) default by the Company in making any payment when due of any principal of or premium (if any) on, any Equipment Note; (b) default by the Company in making any payment when due of any interest on any Equipment Notecontinuing, and upon the continuance Direction of such default unremedied for 10 Business Days after the same shall have become due and payable; (c) any failure by the Company or the Guarantor to observe or perform in any material respect any covenant or obligation of it, in this Indenture or the Equipment Notes if, but only if, such failure is not remedied within a period of 120 days after there has been given to the Company or the Guarantor, as the case may be, by the Trustee or the Holders of 25% or more Certificates evidencing Fractional Undivided Interests aggregating a majority in aggregate interest of the Fractional Undivided Interests evidenced by all Certificates at the time Outstanding (determined as provided in Section 1.3(c)), the Pass Through Trustee shall vote a corresponding majority of the total outstanding principal amount of Lessor Notes, in favor of directing the Equipment applicable Indenture Trustee to declare the unpaid principal amount of such Lessor Notes then outstanding a written notice specifying such failure and requiring it accrued interest thereon to be remedied; (d) any representation or warranty made by the Company hereunderdue and payable under, or by any representative of the Company in any document or certificate furnished and, to the extent permitted by and in accordance with the provisions of such Indenture, in favor of directing the applicable Indenture Trustee to exercise the remedies provided in connection herewith or pursuant heretosuch Indenture and consistent with the terms of such Indenture. In addition, after an Event of Default shall prove at any time to have been incorrect occurred and be continuing, the Pass Through Trustee may in any material adverse respect as its discretion, and upon the Direction of the date made and such incorrectness shall remain material and unremedied for a period of 120 days after the date on which there has been given to the Company by the Trustee or the Holders of 25% or more Certificates evidencing Fractional Undivided Interests aggregating a majority in aggregate principal amount interest of the Equipment Fractional Undivided Interests evidenced by all Certificates at the time Outstanding (determined as provided in Section 1.3(c)), shall, by such officer or agent as it may appoint, sell, convey, transfer and deliver all or a portion of such Lessor Note or Lessor Notes then outstanding a written notice specifying such incorrectness; (e) issued under the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief Indenture with respect to itself which the Event of Default has occurred, without recourse to or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking warranty by the appointment of a trustee, receiver, liquidator, custodian or other similar official of it Pass Through Trustee or any substantial part of its propertyCertificateholders, or (ii) consent to any Person. In any such relief case, the Pass Through Trustee shall sell, assign, contract to sell or otherwise dispose of and deliver such Lessor Note or Lessor Notes in one or more parcels at public or private sale or sales, at any location or locations at the option of the Pass Through Trustee, all upon such terms and conditions as it may reasonably deem advisable and at such prices as it may reasonably deem advisable, for cash. The Pass Through Trustee shall give notice to the appointment of or taking possession by Lessee and the applicable Owner Lessor promptly after any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any of the foregoing; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 dayssale.

Indenture Events of Default. The following events shall constitute "Indenture Events of Default" and each under this Agreement (whether any such Indenture Event of Default event shall be deemed voluntary or involuntary or come about or be effected by operation of law or pursuant to exist and continue so long asor in compliance with any judgment, but only so long asdecree or order of any court or any order, it shall not have been remedied:rule or regulation of any administrative or governmental body): (a) default by the Company in making Owner shall fail to pay (i) any payment amount of interest on, Make-Whole Amount, if any, or principal of any Equipment Note when due of any principal of and payable (whether upon redemption or premium (if anypurchase, final maturity, acceleration or otherwise) on, any Equipment Note; (b) default by the Company in making any payment when due of any interest on any Equipment Note, and the continuance of such default failure shall continue unremedied for 10 Business Days after the same such amount shall have become due and payable;payable or (ii) any other amount payable by Owner hereunder or under the Participation Agreement when due and payable and such failure shall continue unremedied for more than 20 Business Days after receipt by Owner of written notice from the Indenture Trustee; or (b) Owner shall fail to carry and maintain on or with respect to the Aircraft (or cause to be carried and maintained) insurance required to be maintained in accordance [Trust Indenture and Mortgage (2000-2 747-1)] with the provisions of Section 4.03 hereof; provided that such lapse or cancellation shall not constitute an Indenture Event of Default until the earlier of (i) 30 days after receipt by the Indenture Trustee of written notice of such lapse or cancellation or (ii) the date that such lapse or cancellation is effective as to the Indenture Trustee; or (c) any failure by the Company Owner shall have failed to perform or the Guarantor observe (or caused to observe or perform be performed and observed) in any material respect any other covenant or obligation agreement to be performed or observed by it under any Operative Document, and such failure shall continue unremedied for a period of it60 days after receipt by Owner of written notice thereof from Indenture Trustee; provided, however, that if Owner shall have undertaken to cure any such failure and, notwithstanding the reasonable diligence of Owner in this Indenture or the Equipment Notes if, but only ifattempting to cure such failure, such failure is not remedied cured within a said 60-day period there shall exist no Indenture Event of 120 days after there has been given Default under this Section 8.01 so long as Owner is proceeding with due diligence to the Company or the Guarantor, as the case may be, by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying cure such failure and requiring it to be remedied;such failure is in fact cured within 360 days; or (d) any representation or warranty made by the Company hereunder, Owner herein or by any representative of the Company in any document or certificate furnished to the Trustee in connection herewith or pursuant hereto, Operative Document shall prove at any time to have been incorrect in any material adverse respect as of at the date time made and shall remain material at the time in question; provided, however, such incorrectness shall remain material and unremedied constitute a default hereunder only if such incorrectness shall continue uncured for a period of 120 60 days after the date on which there has been given to the Company receipt by the Owner of a written notice from (x) Indenture Trustee or (y) subject to Section 2.6 of the Holders Intercreditor Agreement, holders of 25% or more in aggregate outstanding principal amount of the Equipment Notes then outstanding a written notice specifying in each case advising Owner of the existence of such incorrectness;; or (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary commencement of an involuntary case or other proceeding seeking liquidationin respect of Owner in an involuntary case under the federal bankruptcy laws, reorganization as now or hereafter constituted, or any other relief with respect to itself applicable federal or its debts under any state bankruptcy, insolvency or other similar law now or hereafter in effect, the United States or seeking the appointment of a trustee, receiver, liquidator, custodian assignee, custodian, trustee, sequestrator (or other similar official official) of it Owner or any substantial part for all or substantially all of its property, or (ii) consent to seeking the winding-up or liquidation of its affairs and the continuation of any such case or other proceeding undismissed or unstayed for a period of ninety (90) consecutive days or an order for relief under Chapter 11 of the Bankruptcy Code with respect to Owner as debtor or any other order, judgment or decree shall be entered in any proceeding by any court of competent jurisdiction appointing, without the consent of Owner, a receiver, trustee or liquidator of Owner, or for all or substantially all of its property, or sequestering of all or substantially all of the property of Owner and any such order, judgment or decree or appointment or sequestration shall be final or shall remain in force undismissed, unstayed or unvacated for a period of ninety (90) days after the date of entry thereof; or (f) the commencement by Owner of a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar law in the United States, or the consent by Owner to the appointment of or taking possession by any such official in any voluntary case a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other proceeding commenced against itsimilar official) of Owner or for all or [Trust Indenture and Mortgage (2000-2 747-1)] substantially all of its property, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general the making by Owner of any assignment for the benefit of creditors, creditors or (v) Owner shall take any corporate action to authorize any of the foregoing; or (g) an involuntary case . provided, however, that, notwithstanding anything to the contrary contained in this Section 8.01, any failure of Owner to perform or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidationobserve any covenant, reorganization or other relief with respect to it or its respective debts under any bankruptcycondition, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it agreement or any substantial part error in a representation or warranty shall not constitute an Indenture Event of its property, and Default if such involuntary case failure or other proceeding shall remain undismissed and unstayed for a period error is caused solely by reason of 90 daysany event that constitutes an Event of Loss so long as Owner is continuing to comply with all of the terms of Section 5.01 hereof.

Indenture Events of Default. The following events shall constitute "Indenture Events of Default" and each such Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been remedied: (a) subject to Section 5.04(a), a Lease Event of Default (other than a Lease Event of Default by reason of a default by the Company Lessee to pay any amounts which are part of the Excepted Property); or (b) default by the Owner Trustee in making any payment when due of any principal of or premium (of, Make-Whole Amount, if any) , or interest on, any series of the Equipment Note; (b) default by the Company in making any payment when due of any interest on Notes or any Equipment Note, and the continuance of such default unremedied for 10 Business Days after the same shall have become due and payable;Note or (c) any failure by the Company Owner Trustee or the Guarantor Owner Participant to observe or perform in any material respect any covenant or obligation of itthem or any of them, in this Indenture or the Equipment Notes ifor any series thereof (other than as set forth in clause (b) above) or in the Participation Agreement, but only if, if such failure is not remedied within a period of 120 30 days after there has been given to the Company or Owner Trustee, the Guarantor, as Owner Participant and the case may be, Lessee by the Indenture Trustee or the Holders by any holder of 25% or more in aggregate principal amount of the an Equipment Notes then outstanding Note a written notice specifying such failure and requiring it to be remedied;; or (d) any representation or warranty made by the Company Owner Trustee (except to the extent made with respect to _________________, in its individual capacity) or the Owner Participant under the Participation Agreement, or by the Owner Trustee hereunder, or by any representative of the Company Owner Trustee or the Owner Participant in any document or certificate furnished to the Indenture Trustee or the Loan Participant in connection herewith or therewith or pursuant heretohereto or thereto, shall prove at any time to have been incorrect in any material adverse respect as of the date made and such incorrectness shall remain material and continue unremedied for a period of 120 30 days after the date on which there has been given to the Company by Owner Trustee and the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding Owner Participant a written notice specifying such incorrectness;, stating that such incorrectness is a default hereunder and requiring it to be remedied by the Indenture Trustee or by any holder of an Equipment Note; or (e) the Guarantee shall cease to be Owner Trustee (as Owner Trustee and not in full force and effect its individual capacity) or the Guarantor Owner Participant shall take any action consent to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trusteecustodian, receiver, liquidator, custodian trustee or other similar official liquidator of it itself or any of a substantial part of its property, property or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) shall make a general assignment for the benefit of creditors; or (f) the Owner Trustee (as Owner Trustee and not in its individual capacity) or the Owner Participant shall file, or (v) consent by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any corporate action to authorize bankruptcy or insolvency law of any of the foregoingjurisdiction; or (g) an involuntary case order, judgment or other proceeding decree shall be commenced against either entered by any court of competent jurisdiction appointing, without the Company consent of the Owner Trustee (as Owner Trustee and not in its individual capacity) or the Guarantor seeking liquidationOwner Participant, reorganization a receiver, trustee or other relief with respect to it liquidator of the Indenture Estate, the Owner Trustee (as Owner Trustee and not in its individual capacity) or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effectthe Owner Participant, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or granting any order for relief in respect of the Owner Trustee (as Owner Trustee and not in its individual capacity) or the Owner Participant under the Federal bankruptcy laws, and any such involuntary case order, judgment or other proceeding decree of appointment shall remain undismissed and in force undismissed, unstayed or unvacated for a period of 90 days.60 days after the date of entry thereof; or (h) a petition against the Owner Trustee (as Owner Trustee and not in its individual capacity) or the Owner Participant, in a proceeding under the Federal bankruptcy laws or other insolvency law, as now or hereafter in effect, shall be filed and shall not be withdrawn or dismissed within 60 days thereafter, or if, under the provisions of any law providing for reorganization or winding-up of corporations which may apply to the Owner Trustee (as Owner Trustee and not in its individual capacity) or the Owner Participant, any court of competent jurisdiction shall assume jurisdiction, custody or control of the Indenture Estate, the Owner Trustee (as Owner Trustee and not in its individual capacity) or the

Indenture Events of Default. The following events shall --------------------------- constitute "Indenture Events of Default" and each such Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been remedied: (a) a Lease Event of Default (other than a Lease Event of Default by reason of a default by the Company Lessee to pay any amounts which are part of the Excepted Property); provided that a Lease Event of Default arising solely from the Lessee's failure to make any payment of Supplemental Rent, including indemnity or tax indemnity payment as set forth in Section 14(b) of the Lease shall not constitute an "Indenture Event of Default" hereunder unless and until the Indenture Trustee, acting solely upon the direction of a Super-Majority in Interest, shall expressly declare such Lease Event of Default to be an "Indenture Event of Default"; or (b) default (not attributable to a default by the Lessee under the Lease) by the Owner Trustee in making any payment when due of any principal of or premium (the Rated Amortization Amount of, Make-Whole Amount, if any, or interest (other than interest on overdue principal and interest) on, any Equipment Note; (b) default by the Company in making any payment when due of any interest on any Note or Equipment NoteNotes, and the continuance of such default unremedied for 10 three Business Days after the same shall have become due and payable;; or (c) any failure by the Company Owner Trustee or the Guarantor Owner Participant to observe or perform in any material respect any covenant or obligation (other than payment of itScheduled Amortization Amount) of them or any of them, in this Indenture or the Equipment Notes if(other than as set forth in clause (b) above) or in the Participation Agreement or by any Person guaranteeing or supporting the obligations of the Owner Participant or the Owner Trustee under the Operative Agreements in any related guarantee or support agreement, but only if, if such failure is not remedied within a period of 120 30 days after there has been given to the Company Owner Trustee, the Owner Participant and the Lessee or the Guarantorsuch Person, as the case may be, by the Indenture Trustee or the Holders by any holder of 25% or more in aggregate principal amount of the an Equipment Notes then outstanding Note a written notice specifying such failure and requiring it to be remedied;; provided that, if such failure is -------- capable of being remedied, and the remedy requires an action other than, or in addition to, the payment of money, no such failure (other than one relating to the payment of such money) shall constitute an Indenture Event of Default hereunder for an additional period of 30 days after the expiration of the aforesaid 30-day period so long as the Owner Trustee or the Owner Participant or such Person, as the case may be, is diligently proceeding to remedy such failure and shall in fact remedy such failure within such period; or the disaffirmance or repudiation by any Person that has guaranteed or may guarantee or support the obligations of the Owner Participant or the Owner Trustee under the Operative Agreements; or (d) any representation or warranty made by the Company Owner Trustee or the Owner Participant under the Participation Agreement, or by the Owner Trustee hereunder, or by any representative of the Company Owner Trustee or the Owner Participant in any document or certificate furnished to the Indenture Trustee or the Loan Participant in connection herewith or therewith or pursuant heretohereto or thereto or by any Person guaranteeing or supporting the obligations of the Owner Participant or the Owner Trustee under the Operative Agreements in any related guarantee or support agreement, shall prove at any time to have been incorrect in any material adverse respect as of the date made and such incorrectness shall remain material and continue unremedied for a period of 120 30 days after the date on which there Indenture Trustee or any holder of an Equipment Note has been given to the Company by Owner Trustee and the Trustee Owner Participant or such Person, as the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding case may be, a written notice specifying such incorrectness;, stating that such incorrectness is a default hereunder and requiring it to be remedied; provided that, if such incorrectness is capable of being remedied, no such incorrectness shall constitute an Indenture Event of Default hereunder for an additional period of 15 days after the expiration of the aforesaid 30-day period so long as the Owner Trustee or the Owner Participant or such Person, as the case may be, is diligently proceeding to remedy such incorrectness and shall in fact remedy such incorrectness within such period; provided that such incorrect representation or warranty shall be deemed to be remedied only after the Indenture Trustee receives an opinion of counsel stating that all adverse consequences thereof, if any, have been remedied; or (e) the Guarantee shall cease to be Owner Trustee (as Owner Trustee and not in full force and effect its individual capacity) or the Guarantor shall take Owner Participant or any action to seek to have Person that has guaranteed or may guarantee or support the Guarantee declared void or unenforceable; (f) either obligations of the Company Owner Participant or the Guarantor Owner Trustee under the Operative Agreements, as the case may be, shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any of the foregoing; or (gf) an involuntary case or other proceeding shall be commenced against either the Company Owner Trustee (as Owner Trustee and not in its individual capacity) or the Guarantor Owner Participant or any Person that has guaranteed or may guarantee or support the obligations of the Owner Participant or the Owner Trustee under the Operative Agreements seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 60 days.

Indenture Events of Default. The If any one of the following events shall constitute "Indenture Events of Default" and each such occur (each, an “Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it Default”): (a) the Interest Payment Amount due on the Notes shall not have been remedied: (a) default by the Company in making paid on any Payment Date and such non-payment when due shall have continued for a period of any principal of or premium (if any) on, any Equipment Notetwo Business Days following such Payment Date; (b) default by the Company in making any payment when due of any interest on any Equipment Note, and the continuance of such default unremedied for 10 Business Days after the same Issuer shall have become due and payablean “investment company” or shall have become under the “control” of an “investment company” under the Investment Company Act of 1940, as amended; (c) any failure by Notes shall not have been paid in full on the Company or the Guarantor to observe or perform in any material respect any covenant or obligation of it, in this Indenture or the Equipment Notes if, but only if, such failure is not remedied within a period of 120 days after there has been given to the Company or the Guarantor, as the case may be, by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such failure and requiring it to be remediedFinal Stated Maturity Date; (d) any representation or warranty made by the Company hereunder, or by any representative of the Company in any document or certificate furnished to the Indenture Trustee in connection herewith or pursuant hereto, shall prove at any time ceases to have been incorrect in any material adverse respect as of a first priority perfected security over the date made and such incorrectness shall remain material and unremedied for a period of 120 days after the date on which there has been given to the Company by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectnessCollateral; (e) the Guarantee Issuer shall cease be in breach of any of its representations and warranties in any Program Agreement or shall fail to comply with its agreements and covenants in, or any other applicable provisions of, any Program Agreement, and such breach or failure to so comply materially and adversely affects the interests of the Noteholders and continues to materially and adversely affect the interests of the Noteholders for a period of thirty (30) days after the earlier of (i) the date on which a Trust Officer of the Indenture Trustee obtains actual knowledge of such breach or failure or (ii) the date on which written notice of such failure, requiring the same to be in full force and effect or remedied, shall have been given to a Trust Officer of the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable;Indenture Trustee; or (f) either an Event of Bankruptcy shall occur with respect to the Company Issuer or the Guarantor shall Seller; or then, at any time during the continuance of such Indenture Event of Default, the Indenture Trustee shall, by written notice to the Issuer and the Holders of the Notes (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect instruct the Issuer to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or cease purchasing Eligible Assets and (ii) consent to any such relief or to notify the appointment Noteholders, the Administrator, the Rating Agency, the Custodian, the Owner Trustee, the Standby Servicer, the Servicer, the Mortgage Loan Custodian and the Seller that an Indenture Event of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any of the foregoing; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 daysDefault has occurred.

Indenture Events of Default. The Indenture Event of --------------------------- Default" means any of the following events shall constitute "Indenture Events of Default" and each (whatever the reason for such Indenture Event of Default and whether such event shall be deemed voluntary or involuntary or come about or be effected by operation of law or be pursuant to exist and continue so long asor in compliance with any judgment, but only so long asdecree or order of any court or any Governmental Rule or Governmental Action): (a) EEX shall fail to make any payment of principal of, it Make-Whole Amount, if any, or interest on any Secured Note shall not have been remedied: made on or prior to the tenth (a10th) default by the Company in making any payment when due of any principal of or premium (if any) on, any Equipment Note; (b) default by the Company in making any payment when due of any interest on any Equipment Note, and the continuance of such default unremedied for 10 Business Days Day after the date for same shall have become due and payable;; or (b) EEX shall fail to maintain the insurance required to be maintained pursuant to Section 13.1 of Article XI of this Indenture; or (c) EEX in any failure by capacity under the Company Operative Documents shall fail to perform or the Guarantor to observe or perform in any material respect any covenant or obligation of it, in agreement to be performed or observed by it under this Indenture or any other Operative Document (but in the Equipment Notes ifcase of the Participation Agreement, but only if, as such covenant or agreement relates to the Indenture Trustee and the Loan Participants and other than any covenant or agreement under the Tax Indemnity Agreement) and such failure is not remedied within shall continue for a period of 120 thirty (30) days after there has been given to the Company or the Guarantor, as the case may be, earlier of receipt by the Trustee or the Holders EEX of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice from the Indenture Trustee specifying such failure and requiring it to be remedied;remedied or the date EEX obtains Actual Knowledge of such failure; provided, however, that the continuation of any such failure for such period of thirty (30) days or such longer period (not to exceed 365 days) or 180 days in the case of a failure to perform or observe the covenants contained in Section 11.21 or 11.22 hereof; provided that such 180 day period shall not extend beyond the date 1 year prior to the maturity date of the last maturing Secured Note after receipt of such notice shall not constitute an Indenture Event of Default so long as (i) such failure is curable or correctable and (ii) EEX is diligently pursuing the cure or correction of such failure; or (d) any representation or warranty made by the Company hereunder, or by any representative of the Company EEX in any document Operative Document (other than the Tax Indemnity Agreement) or certificate furnished in any Officer's Certificate of EEX delivered pursuant to the Trustee in connection herewith or pursuant hereto, any Operative Document shall prove at any time to have been incorrect inaccurate in any material adverse respect as of the date when made and such incorrectness inaccurate representation or warranty shall remain inaccurate in any material and unremedied for a period of 120 respect within thirty (30) days after the date on which there has been given to earlier of receipt by EEX of a written notice thereof from the Company by the Indenture Trustee or the Holders Actual Knowledge of 25% or more in aggregate principal amount Indenture Trustee; provided, however, that the continuation of the Equipment Notes then outstanding a any such inaccuracy for such period of thirty (30) days of such longer period (not to exceed 180 days) after receipt of such written notice specifying thereof to remedy any such incorrectness;inaccuracy; or (e) the Guarantee EEX shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) shall consent to any such relief or to the appointment of or taking possession by any such official or agency in any voluntary an involuntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) shall make a general assignment for the benefit of creditors, or (v) shall take any corporate action to authorize any of the foregoing; or (gf) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor EEX seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official or agency of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 ninety (90) days; provided, however, that notwithstanding anything to the contrary contained in -------- ------- Section 5.02(c), any failure of EEX to perform or observe any covenant or agreement specified in Section 5.02(c) shall not constitute an Indenture Event of Default if such failure is caused solely by reason of any event that constitutes an Event of Loss (or any event which with lapse of time would constitute an Event of Loss) as long as EEX is continuing to comply with all the applicable terms of Section 12.

Indenture Events of Default. The Subject to Section --------------------------- 2.11(b), the following events shall constitute "Indenture Events of Default" and each under this Agreement (whether any such Indenture Event of Default event shall be deemed voluntary or involuntary or come about or be effected by operation of law or pursuant to exist and continue so long asor in compliance with any judgment, but only so long asdecree or order of any court or any order, it shall not have been remedied:rule or regulation of any administrative or governmental body): (a) default by Owner Trustee shall fail to pay (i) any amount of principal, Make-Whole Amount (on and after the Company in making any payment when due of any principal of or Refinancing Date only), if any, premium (prior to the Refinancing Date only), if any) on, any Equipment Note; (b) default by the Company in making any payment when due of any or interest on any Equipment NoteNote when due and payable by the Owner Trustee under such Equipment Note (whether upon redemption or purchase, final maturity, acceleration or otherwise) and the continuance of such default failure shall continue unremedied for 10 Business Days days after the same such amount shall have become due and payable;payable by the Owner Trustee under such Equipment Note or (ii) any other amount payable by Owner Trustee hereunder or under the Participation Agreement to any Noteholder or any Indenture Indemnitee when due and payable and such failure shall continue unremedied for 15 days after receipt by Owner Trustee of written notice from the Indenture Trustee; provided that, in each case, if such failure to pay results from a Lease Default or Lease Event of Default, then such failure to pay shall for all purposes of this Indenture be an Event of Default under Section 8.01(e) and not this Section 8.01(a); or (b) any Lien or encumbrance required to be discharged by the Owner Trustee, in its individual capacity or by the Owner Participant pursuant to Section 8(g) of the Participation Agreement shall remain undischarged for a period of 30 calendar days after notice thereof has been given by the Indenture Trustee to the Owner Trustee and the Owner Participant; or (c) other than as provided in paragraphs (a) or (b) above, any failure by the Company Owner Trustee, in its individual capacity or the Guarantor as Owner Trustee, to observe or perform in any material respect any other covenant or obligation of it, the Owner Trustee for the benefit of the Noteholders or any Indenture Indemnitee contained in this Indenture Agreement, any Equipment Note, or the Equipment Notes if, but only if, such Participation Agreement or any failure by the Owner Participant to observe or perform any other covenant or obligation of the Owner Participant for the benefit of the Noteholders or any Indenture Indemnitee contained in the Participation Agreement which failure is not remedied within a period of 120 30 days after [First Amended and Restated Trust Indenture and Security Agreement (1989 I)] there has been given to the Company Owner Trustee and the Owner Participant by registered or the Guarantorcertified mail, as the case may be, by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such failure and requiring it to be remedied;remedied and stating that such notice is a "Notice of Default" hereunder, by the Indenture Trustee or, subject to Section 2.6 of the Intercreditor Agreement, by the Noteholders of at least 25% in principal amount of outstanding Equipment Notes; provided, however, that, if the Owner Trustee, -------- ------- in its individual capacity or as Owner Trustee, or the Owner Participant shall have undertaken to cure any such failure and, notwithstanding the reasonable diligence of any of them in attempting to cure such failure, such failure is not cured within said 30 day period but is curable with future due diligence, there shall exist no Indenture Event of Default as a consequence of such failure so long as the Owner Trustee in its individual capacity or as Owner Trustee or the Owner Participant is proceeding with due diligence to cure such failure, there exists no adverse effect on the Lien of this Agreement and such failure is in fact cured within a further period of 90 days; or (d) any representation or warranty made by the Company Owner Trustee, in its individual capacity or as Owner Trustee, or by the Owner Participant under the Participation Agreement, or by the Owner Trustee hereunder, or by any representative of the Company Owner Trustee, in its individual capacity or as Owner Trustee, or by the Owner Participant in any document or certificate Equipment Note furnished to the Indenture Trustee in connection herewith or therewith or pursuant hereto or hereto, shall prove at any time to have been incorrect in any material adverse respect as of the date made and such incorrectness shall remain material at the date of the notice referred to below and such incorrectness shall continue unremedied for a period of 120 30 days after the date on which there has been given to the Company Owner Trustee and the Owner Participant by the Trustee registered or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding certified mail, a written notice specifying such incorrectness;incorrectness and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder, by the Indenture Trustee or, subject to Section 2.6 of the Intercreditor Agreement, by the Noteholders of at least 25% in principal amount of outstanding Equipment Notes; or (e) the Guarantee there shall cease to be in full force and effect or the Guarantor shall take a Lease Event of Default other than any action to seek to have the Guarantee declared void or unenforceable;such Lease Event of Default arising by reason of nonpayment of any Excluded Payments when due; or (f) either the Company Trust Estate or the Guarantor Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or the Owner Participant Guarantor, if any, as the case may be, shall (i) commence file, or consent by answer or otherwise to the filing against it of a voluntary case petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (ii) make an assignment for the benefit of its creditors, or (iii) consent to the appointment of a custodian, receiver, trustee or other proceeding seeking liquidation, reorganization officer with similar powers of itself or other relief any substantial part of its property; provided -------- that an event referred to in this Section 8.01(f) with respect to itself the Owner Participant or its debts Owner Participant Guarantor shall not constitute an Indenture Event of Default if, within 30 days, an order, judgment or decree shall be entered in a proceeding by a court or a trustee, custodian, receiver or liquidator which is either final and non-appealable or has not been [First Amended and Restated Trust Indenture and Security Agreement (1989 I)] stayed pending any appeal, to the effect that no part of the Trust Estate created by the Trust Agreement (except for the Owner Participant's beneficial interest in such Trust Estate) and no right, title or interest under the Indenture Estate shall be included in, or be subject to, any declaration or adjudication of, or proceedings with respect to the bankruptcy, insolvency or other similar law now liquidation of the Owner Participant or hereafter Owner Participant Guarantor referred to in effectthis Section 8.01(f); or (g) a court or governmental authority of competent jurisdiction shall enter an order appointing, without consent by the Trust Estate or seeking the appointment of Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or the Owner Participant Guarantor, if any, as the case may be, a trusteecustodian, receiver, liquidator, custodian trustee or other officer with similar official of powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Trust Estate or the Owner Trustee with respect thereto (iiand not in its individual capacity) consent to or the Owner Participant or the Owner Participant Guarantor, if any, as the case may be, and any such relief order or petition is not dismissed or stayed within 90 days after the earlier of the entering of any such order or the approval of any such petition; provided that an event referred to in this Section 8.01(g) with -------- respect to the appointment Owner Participant shall not constitute an Indenture Event of Default if, within 30 days, an order, judgment or taking possession decree shall be entered in a proceeding by any a court or a trustee, custodian, receiver or liquidator which is either final and non-appealable or has not been stayed pending an appeal, to the effect that no part of the Trust Estate created by the Trust Agreement (except for the Owner Participant's beneficial interest in such official in any voluntary case Trust Estate) and no right, title or other proceeding commenced against itinterest under the Indenture Estate shall be included in, or (iii) admit in writing its inability to pay its debts generally as they come duebe subject to, any declaration or adjudication of, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any of the foregoing; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief proceedings with respect to it or its respective debts under any to, the bankruptcy, insolvency or other similar law now liquidation of the Owner Participant or hereafter Owner Participant Guarantor referred to in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 daysthis Section 8.01(g).

Indenture Events of Default. The Indenture Event of --------------------------- ------------------ Default" means any of the following events shall constitute "Indenture Events of Default" and each (whatever the reason for such ------- Indenture Event of Default and whether such event shall be deemed voluntary or involuntary or come about or be effected by operation of law or pursuant to exist or in compliance with any judgment, decree or order of any court or any Governmental Rule): (a) any Lease Event of Default (other than a Lease Event of Default arising from the failure of the Lessee to make an Excepted Payment) shall have occurred and continue so long asbe continuing; or (b) to the extent not arising from clause (a) above, but only so long asany payment of principal of, it Make-Whole Amount, if any, or interest on any Secured Note shall not have been remedied: (a) default by the Company in making any payment made when due of any principal of or premium (if any) on, any Equipment Note; (b) default by the Company in making any payment when due of any interest on any Equipment Note, and the continuance of such default shall continue unremedied for 10 ten (10) Business Days after the same shall have become due and payable;; or (c) the assignment or pledge by the Owner Trustee (except as permitted under the Operative Documents) of any of its right, title or interest in the Indenture Estate hereby assigned to anyone other than the Indenture Trustee, or the failure by either of the Company Owner Participant or the Guarantor Owner Trustee, as the case may be, to perform or observe or perform in any material respect any covenant or obligation of it, in agreement to be performed or observed by it under this Indenture or any other Operative Document (other than the Equipment Notes ifTax Indemnity Agreement), but only if(i) which failure, such failure is not remedied within a period of 120 days after there has been given to the Company assignment or the Guarantorpledge, as the case may be, shall continue for a period of 30 days after receipt by the Owner Participant or the Owner Trustee, as the case may be, of a written notice from the Indenture Trustee or the from Holders of Secured Notes owning at least 25% or more in aggregate principal amount of the Equipment Outstanding Secured Notes then outstanding a written notice specifying such failure failure, assignment or pledge and requiring it be remedied or (ii) which failure, assignment or pledge, as the case may be, if such failure, assignment or pledge is remediable and the Owner Participant or the Owner Trustee is diligently attempting to be remedied;remedy such failure, assignment or pledge, shall continue for a period of 180 days after receipt of notice thereof; or (d) any representation or warranty made by the Company hereunder, or by any representative either of the Company in any document Owner Participant or certificate furnished the Owner Trustee pursuant to Section 6 or 8, as the Trustee in connection herewith or pursuant heretocase may be, of the Participation Agreement shall prove at any time to have been incorrect inaccurate in any material respect when made, unless such inaccurate representation or warranty shall not be material to the recipient at the time when the notice referred to below shall have been received by the Owner Participant or the Owner Trustee or any material adverse respect as of the date made and such incorrectness impact thereof shall remain material and unremedied for a period of 120 have been cured within thirty (30) days after the date on which there has been given to the Company receipt by the Owner Participant or the Owner Trustee, as the case may be, of a written notice thereof from the Indenture Trustee or the from Holders of Secured Notes owning at least 25% or more in aggregate principal amount of Outstanding Secured Notes; provided that if such material adverse -------- impact is remediable and the Equipment Notes then outstanding a Owner Participant or the Owner Trustee is diligently attempting to remedy such impact, the Owner Participant or the Owner Trustee shall have 90 days after receipt of written notice specifying thereof from the Indenture Trustee to remedy any such incorrectness;material adverse impact; or (e) either of the Guarantee shall cease to be in full force and effect Owner Participant or the Guarantor Owner Trustee shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency insolvency, or other similar law now or hereafter in effect, effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it its or any substantial part of its property, or (ii) shall consent to any such relief or to the appointment of or taking possession by any such official or agency in any voluntary an involuntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) shall make a general assignment for the benefit of creditors, or (v) shall take any corporate action to authorize any of the foregoing; or (g) , or an involuntary case or other proceeding shall be commenced against either of the Company Owner Participant or the Guarantor Owner Trustee seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official or agency of it its or any substantial part of its part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 ninety (90) days, or if, under the provisions of any law providing for reorganization or winding-up of corporations which may apply to the Owner Trustee or the Owner Participant, any court of competent jurisdiction shall assume jurisdiction, custody or control of the Indenture Estate, the Owner Trustee or the Owner Participant or of any substantial part of its property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of ninety (90) days.

Indenture Events of Default. The following events shall constitute "Indenture Events of Default" under this Indenture (whether any such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and each such Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been be remedied: (a) default by any amount of interest upon any Certificate or of principal of any Certificate or of premium, if any, in respect of any Certificate shall not be paid to the Company in making any payment Indenture Trustee when due of any principal of and payable (whether upon redemption or premium (if anypurchase, final maturity, acceleration or otherwise) on, any Equipment Note; (b) default by the Company in making any payment when due of any interest on any Equipment Note, and the continuance of such default unremedied in payment shall continue for more than 10 Business Days days after the same such amount shall have become due and payable; (cb) any failure by the Company Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, to observe or perform in any material respect any covenant or obligation required pursuant to clause (i) of Article 4 hereof or Section 8(b) or 8(g) of the Participation Agreement or the Guarantor failure by the Owner Participant to observe or perform in any material respect any covenant or obligation of itit contained in Section 8(b) or 8(g) of the Participation Agreement, or, to the extent that the interest of the Indenture Trustee or any Holder of an Outstanding Certificate is adversely affected by such failure, in this Section 11.01 of the Trust Agreement or by the termination or revocation by the Owner Participant of the trust created by the Trust Agreement without the Indenture or the Equipment Notes Trustee's prior written consent if, but only if, such failure or termination or revocation is not remedied within a period of 120 30 days after there has been given to the Company Owner Trustee and the Owner Participant by registered or the Guarantor, as the case may be, by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding certified mail a written notice specifying such failure and requiring it to be remedied; remedied and stating that such notice is a "Notice of Default" hereunder by the Indenture Trustee or by the Holders of at least 25% in principal amount of Outstanding Certificates; Indenture-40 (d1995 777 C) (c) any representation or warranty made failure by the Company hereunderOwner Trustee, in its individual capacity or by as Owner Trustee, to observe or perform any representative other covenant or obligation of the Company Owner Trustee contained in this Indenture or in the Participation Agreement or any failure by the Owner Participant to observe or perform any other covenant or obligation of the Owner Participant contained in the Participation Agreement which failure, in any document case and either individually or certificate furnished to the Trustee in connection herewith or pursuant heretotogether with other then existing failures, shall prove at any time to have been incorrect in any a material adverse respect as effect on the rights and interests of the date made Holders and such incorrectness shall remain material and unremedied for is not remedied within a period of 120 30 days after the date on which there has been given to the Company Owner Trustee and the Owner Participant by the Trustee registered or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding certified mail, a written notice specifying such incorrectness; (e) the Guarantee shall cease failure and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder, by the Indenture Trustee or by the Holders of at least 25% in full force and effect principal amount of Outstanding Certificates; provided, however, that, if the Owner Trustee, in its individual capacity or as Owner Trustee, or the Guarantor Owner Participant shall take have undertaken to cure any action such failure and, notwithstanding the reasonable diligence of any of them in attempting to seek to have cure such failure, such failure is not cured within said 30 day period but is curable with future due diligence, there shall exist no Indenture Event of Default as a consequence of such failure so long as the Guarantee declared void Owner Trustee in its individual capacity or unenforceable; (f) either the Company as Owner Trustee or the Guarantor shall (i) commence a voluntary case or other Owner Participant is proceeding seeking liquidationwith due diligence to cure such failure, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking there exists no adverse effect on the appointment Lien of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any of the foregoing; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, this Indenture and such involuntary case or other proceeding shall remain undismissed and unstayed for failure is in fact cured within a further period of 90 60 days.;

Indenture Events of Default. The Subject to Section 2.11(b), the following events shall constitute "Indenture Events of Default" and each under this Agreement (whether any such Indenture Event of Default event shall be deemed voluntary or involuntary or come about or be effected by operation of law or pursuant to exist and continue so long asor in compliance with any judgment, but only so long asdecree or order of any court or any order, it shall not have been remedied:rule or regulation of any administrative or governmental body): (a) default by the Company in making Owner Trustee shall fail to pay (i) any payment when due amount of any principal of or premium (principal, Break Amount, if any) on, any Equipment Note; (b) default by the Company in making any payment when due of any Make-Whole Amount, if any, or interest on any Equipment NoteNote when due and payable by the Owner Trustee under such Equipment Note (whether upon redemption or purchase, final maturity, acceleration or otherwise) and the continuance of such default failure shall continue unremedied for 10 Business Days days after the same such amount shall have become due and payable;payable by the Owner Trustee under such Equipment Note or (ii) any other amount payable by Owner Trustee hereunder or under the Participation Agreement to any Noteholder or any Indenture Indemnitee when due and payable and such failure shall continue unremedied for 15 days after receipt by Owner Trustee of written notice from the Indenture Trustee; provided that, in each case, if such failure to pay results from a Lease Default or Lease Event of Default, then such failure to pay shall for all purposes of this Indenture be an Event of Default under Section 8.01(e) and not this Section 8.01(a); or (b) any Lien or encumbrance required to be discharged by the Owner Trustee, in its individual capacity or by the Owner Participant pursuant to Section 8(g) of the Participation Agreement shall remain undischarged for a period of 30 calendar days after notice thereof has been given by the Indenture Trustee to the Owner Trustee and the Owner Participant; or (c) other than as provided in paragraphs (a) or (b) above, any failure by the Company Owner Trustee, in its individual capacity or the Guarantor as Owner Trustee, to observe or perform in any material respect any other covenant or obligation of it, in this Indenture or the Equipment Notes if, but only if, such failure is not remedied within a period of 120 days after there has been given to the Company or the Guarantor, as the case may be, by the Owner Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such failure and requiring it to be remedied; (d) any representation or warranty made by the Company hereunder, or by any representative of the Company in any document or certificate furnished to the Trustee in connection herewith or pursuant hereto, shall prove at any time to have been incorrect in any material adverse respect as of the date made and such incorrectness shall remain material and unremedied for a period of 120 days after the date on which there has been given to the Company by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectness; (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any of the foregoing; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it Noteholders or any substantial part of its propertyIndenture Indemnitee contained in this Agreement, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days.any Equipment

Indenture Events of Default. The following events shall --------------------------- constitute "Indenture Events of Default" and each under this Agreement (whether any such Indenture Event of Default event shall be deemed voluntary or involuntary or come about or be effected by operation of law or pursuant to exist and continue so long asor in compliance with any judgment, but only so long asdecree or order of any court or any order, it shall not have been remedied:rule or regulation of any administrative or governmental body): (a) default by the Company in making Owner shall fail to pay (i) any payment amount of interest on, Make- Whole Amount, if any, or principal of any Equipment Note when due of any principal of and payable (whether upon redemption or premium (if anypurchase, final maturity, acceleration or otherwise) on, any Equipment Note; (b) default by the Company in making any payment when due of any interest on any Equipment Note, and the continuance of such default failure shall continue unremedied for 10 Business Days after the same such amount shall have become due and payable;payable or (ii) any other amount payable by Owner hereunder or under the Participation Agreement when due and payable and such failure shall continue unremedied for more than 20 Business Days after receipt by Owner of written notice from the Indenture Trustee; or (b) Owner shall fail to carry and maintain on or with respect to the Aircraft (or cause to be carried and maintained) insurance required to be maintained in accordance with the provisions of Section 4.03 hereof; provided that such lapse or cancellation shall not constitute an Indenture Event of Default until the earlier of (i) 30 days after receipt by the Indenture Trustee of written notice of such lapse or cancellation or (ii) the date that such lapse or cancellation is effective as to the Indenture Trustee; or [Trust Indenture and Mortgage (2001-1 747-1)] (c) any failure by the Company Owner shall have failed to perform or the Guarantor observe (or caused to observe or perform be performed and observed) in any material respect any other covenant or obligation agreement to be performed or observed by it under any Operative Document, and such failure shall continue unremedied for a period of it60 days after receipt by Owner of written notice thereof from Indenture Trustee; provided, however, that if Owner shall have undertaken to cure any such failure and, notwithstanding the reasonable diligence of Owner in this Indenture or the Equipment Notes if, but only ifattempting to cure such failure, such failure is not remedied cured within a said 60-day period there shall exist no Indenture Event of 120 days after there has been given Default under this Section 8.01 so long as Owner is proceeding with due diligence to the Company or the Guarantor, as the case may be, by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying cure such failure and requiring it to be remedied;such failure is in fact cured within 360 days; or (d) any representation or warranty made by the Company hereunder, Owner herein or by any representative of the Company in any document or certificate furnished to the Trustee in connection herewith or pursuant hereto, Operative Document shall prove at any time to have been incorrect in any material adverse respect as of at the date time made and shall remain material at the time in question; provided, however, such incorrectness shall remain material and unremedied constitute a default hereunder only if such incorrectness shall continue uncured for a period of 120 60 days after the date on which there has been given to the Company receipt by the Owner of a written notice from (x) Indenture Trustee or (y) subject to Section 2.6 of the Holders Intercreditor Agreement, holders of 25% or more in aggregate outstanding principal amount of the Equipment Notes then outstanding a written notice specifying in each case advising Owner of the existence of such incorrectness;; or (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary commencement of an involuntary case or other proceeding seeking liquidationin respect of Owner in an involuntary case under the federal bankruptcy laws, reorganization as now or hereafter constituted, or any other relief with respect to itself applicable federal or its debts under any state bankruptcy, insolvency or other similar law now or hereafter in effect, the United States or seeking the appointment of a trustee, receiver, liquidator, custodian assignee, custodian, trustee, sequestrator (or other similar official official) of it Owner or any substantial part for all or substantially all of its property, or (ii) consent to seeking the winding-up or liquidation of its affairs and the continuation of any such case or other proceeding undismissed or unstayed for a period of ninety (90) consecutive days or an order for relief under Chapter 11 of the Bankruptcy Code with respect to Owner as debtor or any other order, judgment or decree shall be entered in any proceeding by any court of competent jurisdiction appointing, without the consent of Owner, a receiver, trustee or liquidator of Owner, or for all or substantially all of its property, or sequestering of all or substantially all of the property of Owner and any such order, judgment or decree or appointment or sequestration shall be final or shall remain in force undismissed, unstayed or unvacated for a period of ninety (90) days after the date of entry thereof; or (f) the commencement by Owner of a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar law in the United States, or the consent by Owner to the appointment of or taking possession by any such official in any voluntary case a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other proceeding commenced against itsimilar official) of Owner or for all or substantially all of its property, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general the making by Owner of any assignment for the benefit of creditors, creditors or (v) Owner shall take any corporate action to authorize any of the foregoing; or (g) an involuntary case . provided, however, that, notwithstanding anything to the contrary contained in this Section 8.01, any failure of Owner to perform or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidationobserve any covenant, reorganization or other relief with respect to it or its respective debts under any bankruptcycondition, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it agreement or any substantial part error in a representation or warranty shall not constitute an Indenture Event of its property, Default if such failure or error is caused solely by reason of any event that constitutes an Event of Loss so long as Owner is continuing to comply with all of the terms of Section 5.01 hereof. [Trust Indenture and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days.Mortgage (2001-1 747-1)]

Indenture Events of Default. The term Indenture Event of Default, wherever used herein, shall mean any of the following events shall constitute "Indenture Events of Default" and each (whatever the reason for such Indenture Event of Default and whether it shall be deemed voluntary or involuntary or come about or be effected by operation of law or pursuant to exist and continue so long asor in compliance with any judgment, but only so long asdecree or order of any court or any order, it shall not have been remedied:rule or regulation of any administrative or governmental body) (a) default by any of the Company Events of Default specified in making the following clauses of Section 15 of the Facility Lease.' (1) clause (i) cy) , except a failure of the Lessee to pay any payment when due amount which shall constitute an Excepted Payment; (2) clause (i) (x), except a failure of the Lessee to pay any principal amount which shall constitute an Excepted Payment or except where the Owner Trustee shall not have rescinded or terminated the Facility Lease pursuant to Section l6(a)(i) of the Facility Lease; or premium (if any3) on, any Equipment Note;clause (vii) ; or (b) default the rescission or termination of, or the taking of action by the Company in making Owner Trustee or the Owner Participant the effect of which would be to rescind or terminate, the Facility Lease, whether pursuant to Section 16(a) (i) of the Facility Lease or otherwise; or -30- 6091. XXXXXXx.XXXXX. 07:2 (c) any failure by the Lessee to perform and observe Section 10(b) (3) (iii) of the Participation Agreement; or (d) the Owner Trustee shall tail to make any payment when due in respect of any the principal of, or premium, if any, or interest on any Equipment Noteon, and the continuance of such default unremedied for 10 Notes within ten (10) Business Days after the same shall have become due and payable; (c) other than by virtue of any failure by the Company Lessee to make any payment of Rent therefor) ; or (e) the Owner Trustee shall fail to perform or the Guarantor to observe or perform in any material respect any covenant or obligation agreement to be performed or observed by it under Section 6.1 of itthis Indenture, or the Owner Participant shall fail to perform or observe any covenant or agreement to be performed or observed by it under Section 7(b) (1) of the Participation Agreement and, in this Indenture or the Equipment Notes if, but only ifany such case, such failure is not remedied within shall continue for a period of 120 30 days after there has notice thereof shall have been given to the Company or Owner Trustee, the Guarantor, as Owner Participant and the case may be, Lessee by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice Indenture Trustee, specifying such failure and requiring it to be remedied; (d) any representation or warranty made by the Company hereunder, or by any representative of the Company in any document or certificate furnished to the Trustee in connection herewith or pursuant hereto, shall prove at any time to have been incorrect in any material adverse respect as of the date made and such incorrectness shall remain material and unremedied for a period of 120 days after the date on which there has been given to the Company by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectness; (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any of the foregoing; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days.

Indenture Events of Default. The An “Indenture Event of Default” shall be deemed to occur upon any one of the following events shall constitute "Indenture Events of Default" and each (whatever the reason for such Indenture Event of Default and whether it shall be deemed voluntary or involuntary or be effected by operation of law or pursuant to exist and continue so long asany judgment, but only so long asdecree or order of any court or any order, it shall not have been remedied:rule or regulation of any administrative or governmental body): (a) default by in the Company in making any payment when due of any principal Current Interest on the Offered Notes when the same becomes due and payable under Section 7.7 of the Transfer and Servicing Agreement and if the Class A Notes are no longer outstanding, a default in the payment of the related Deferred Interest with respect to the most senior class of Class M Notes outstanding, and such default continues for a period of five days, or premium (if any) ondefault in the payment of the Interest Payment Amount in respect of the Class N Notes when the same becomes due and payable under Section 7.7 of the Transfer and Servicing Agreement, any Equipment Noteand such default continues for six consecutive Payment Dates; (b) default by failure to pay the Company entire principal, and interest due in making any payment when due respect of the Class N Notes, of any interest on any Equipment Note, and the continuance of such default unremedied for 10 Business Days after Note when the same shall have become becomes due and payablepayable on a Payment Date or on the applicable Maturity Date; (c) any failure by the Company or the Guarantor to observe or perform in any material respect any covenant or obligation agreement of itthe Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect as of the Equipment Notes iftime when the same shall have been made, but only ifand such default shall continue or not be cured, or the circumstance or condition in respect of which such failure is misrepresentation or warranty was incorrect shall not remedied within have been eliminated or otherwise cured, for a period of 120 30 days after there has shall have been given given, by registered or certified mail, to the Company or the Guarantor, as the case may be, Issuer by the Indenture Trustee or to the Holders of Issuer and the Indenture Trustee by Noteholders representing at least 25% or more in aggregate principal amount of the Equipment then-outstanding Notes then outstanding by aggregate Class Principal Amount, a written notice specifying such failure default or incorrect representation or warranty and requiring it to be remediedremedied and stating that such notice is a notice of Indenture Default hereunder; (d) any representation the filing of a decree or warranty made order for relief by a court having jurisdiction in the Company hereunder, or by any representative premises in respect of the Company in Issuer or any document or certificate furnished to the Trustee in connection herewith or pursuant hereto, shall prove at any time to have been incorrect in any material adverse respect as substantial part of the date made and such incorrectness shall remain material and unremedied for a period of 120 days after the date on which there has been given to the Company by the Trustee or the Holders of 25% or more Trust Fund in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectness; (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary an involuntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of appointing a trustee, receiver, liquidator, custodian assignee, custodian, trustee, sequestrator or other similar official of it the Issuer or for any substantial part of its propertythe Trust Fund, or (ii) consent to any such relief ordering the winding-up or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any liquidation of the foregoingIssuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; (e) the Trust becomes subject to United States federal income tax at the entity level; (f) the Trust becomes an investment company required to be registered under the Investment Company Act of 1940, as amended; or (g) an involuntary the commencement by the Issuer of a voluntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it or its respective debts under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the appointment of or taking possession by a trustee, receiver, liquidator, custodian assignee, custodian, trustee, sequestrator or other similar official of it the Issuer or for any substantial part of the Trust Fund, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its propertydebts as such debts become due, or the taking of any action by the Issuer in furtherance of any of the foregoing. The Issuer shall deliver to the Indenture Trustee, within five days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice and such involuntary case the lapse of time would become an Indenture Event of Default under clause (c), its status and what action the Issuer is taking or other proceeding shall remain undismissed and unstayed for a period of 90 daysproposes to take with respect thereto.

Indenture Events of Default. The following events shall constitute "Indenture Events of Default" under this Agreement (whether any such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and each such Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been be waived or remedied: (a) default the failure (other than by reason of a Lease Event of Default) of the Company in making Owner Trustee to pay when due any payment when due of any principal of or premium (Premium or Break Amount, if any) on, any Equipment Note; (b) default by the Company in making any payment when due of any or interest on any Equipment NoteCertificate and such failure shall have continued unremedied for seven Business Days, or the failure (other than by reason of a Lease Event of Default) of the Owner Trustee to pay when due any other amount due and payable hereunder, or under any Certificate, and the continuance of such default failure shall have continued unremedied for 10 Business Days after notice thereof to the same shall have become due and payable;Owner Trustee; or (b) any Lessor Lien required to be discharged by First Union National Bank of North Carolina, pursuant to Section 4.02 or required to be discharged by the Owner Trustee pursuant to Section 4.01(ii) or required to be discharged or bonded (in a manner reasonably satisfactory to the Indenture Trustee) by the Owner Participant pursuant to Section 8(g) of the (c) any failure by the Company or the Guarantor to observe or perform in any material respect any covenant or obligation of it, in this Indenture or the Equipment Notes if, but only if, such failure is not remedied within a period of 120 days after there has been given to the Company or the Guarantor, as the case may be, by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such failure and requiring it to be remedied; (d) any representation or warranty made by the Company hereunderOwner Trustee or the Owner Participant or First Union National Bank of North Carolina, herein or in the Participation Agreement, or made by any representative Person guaranteeing or supporting the obligations of the Company Owner Participant under the Operative Agreements in any document its guarantee or certificate furnished to the Trustee in connection herewith or pursuant heretosupport agreement, shall prove at any time to have been false or incorrect when made in any material adverse respect as to the Certificate Holders, is material at the time of discovery and, if curable, is not cured within 30 days of notice thereof to the Owner Participant and the Owner Trustee from the Indenture Trustee; or (d) [Intentionally reserved] (e) any failure by the Owner Trustee or First Union National Bank of North Carolina, to observe or perform any other covenant or obligation of the date made and Owner Trustee or First Union National Bank of North Carolina, as the case may be, contained in this Indenture or in the Participation Agreement or any failure by the Owner Participant to observe or perform any other covenant or obligation of the Owner Participant contained in the Participation Agreement or any failure by any Person guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements to perform any covenant or obligation of such incorrectness shall remain material and unremedied for Person under its guarantee or support agreement which, in any case, is not remedied within a period of 120 30 calendar days after the date on which there notice thereof has been given to the Company by Owner Trustee and the Trustee Owner Participant or such Person, as the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectness; (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable;case may be; or (f) there shall be a Lease Event of Default other than, without the consent of the Owner Trustee in its sole discretion, a Lease Event of Default arising by reason of nonpayment when due of any Excluded Payments; or (g) either the Company Trust Estate or the Guarantor Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements shall (i) commence file, or consent by answer or otherwise to the filing against it of a voluntary case petition for relief or other proceeding seeking liquidation, reorganization or arrangement or any other relief with respect to itself or its debts under any petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency or other similar law now or hereafter in effectof any jurisdiction, (ii) make an assignment for the benefit of its creditors, or seeking (iii) consent to the appointment of a trusteecustodian, receiver, liquidator, custodian trustee or other officer with similar official powers of itself or any substantial part of its property; provided, that an event referred to in this Section 8.01(g) with respect to the Owner Participant shall not constitute an Indenture Event of Default if (A) an order, judgment or decree shall be entered in a proceeding by a court or a trustee, custodian, receiver or liquidator which is either final and non-appealable or has not been stayed pending any appeal, or (B) an opinion of counsel satisfactory to the Indenture Trustee shall be provided by the Owner Participant, in each case to the effect that no part of the Trust Estate created by the Trust Agreement (except for the Owner Participant's beneficial interest in such Trust Estate) and no right, title or interest under the Indenture Estate shall be included in, or be subject to, any declaration or adjudication of, or (h) a court or governmental authority of competent jurisdiction shall enter an order appointing, without consent by the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Trust Estate or the Owner Trustee with respect thereto (iiand not in its individual capacity) consent to or the Owner Participant or any Person guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements and any such relief order or petition is not dismissed or stayed within 90 days after the earlier of the entering of any such order or the approval of any such petition; provided, that an event referred to in this Section 8.01(h) with respect to the appointment Owner Participant shall not constitute an Event of Default if (A) an order, judgment or taking possession decree shall be entered in a proceeding by a court or a trustee, custodian, receiver or liquidator which is either final and non-appealable or has not been stayed pending any such official in any voluntary case or other proceeding commenced against itappeal, or (iiiB) admit an opinion of counsel satisfactory to the Indenture Trustee shall be provided by the Owner Participant, in writing its inability each case to pay its debts generally as they come duethe effect that no part of the Trust Estate created by the Trust Agreement (except for the Owner Participant's beneficial interest in such Trust Estate) and no right, title or interest under the Indenture Estate shall be included in, or (iv) make a general assignment for the benefit of creditorsbe subject to, any declaration or adjudication of, or (v) take any corporate action to authorize any of the foregoing; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief proceedings with respect to it or its respective debts under any to, the bankruptcy, insolvency or other similar law now or hereafter liquidation of the Owner Participant referred to in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 daysthis Section 8.01(h).

Indenture Events of Default. The Each of the following events shall constitute constitutes an "Indenture Events Event of Default" and each whether such Indenture Event event is voluntary or involuntary or comes about or is effected by operation of Default shall be deemed law or pursuant to exist and continue so long asor in compliance with any judgment, but only so long asdecree or order of any court or any order, it shall not have been remediedrule or regulation of any administrative or governmental body: (a) default by the Company in making any payment when due Lease Event of any principal of or premium (if any) on, any Equipment NoteDefault; (b) default by the Company in making Owner Trustee fails to make any payment when of principal amount of, Make-Whole Amount, if any, interest on or other amount due and payable under any Equipment Note or hereunder (other than any such failure arising by virtue of a tax withheld pursuant to Section 2.04 or as a result of a Lease Default or a Lease Event of Default) and such failure continues unremedied for 15 days in the case of any interest on any Equipment Notepayment of principal amount, Make-Whole Amount, if any, or interest, and in the continuance case of any other amount, such default failure continues unremedied for 10 Business Days 15 days after the same shall have become due and payablereceipt by Owner Trustee or Owner Participant of written notice thereof from Loan Trustee or any Noteholder; (c) any failure Lien required to be discharged by the Company or the Guarantor to observe or perform in any material respect any covenant or obligation of itOwner Trustee, in this Indenture its individual capacity pursuant to Section 4.01(b) or in its individual or trust capacity pursuant to Section 6.01(g) of the Equipment Notes ifParticipation Agreement, but only if, such failure is not remedied within or by Owner Participant pursuant to Section 6.01(g) of the Participation Agreement shall remain undischarged for a period of 120 30 days after there has been given to the Company or the Guarantor, as the case may be, by the Owner Trustee and Owner Participant have received written notice from Loan Trustee or the Holders any Noteholder of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such failure and requiring it to be remediedLien; (d) any representation or warranty made by the Company hereunder, Owner Trustee or by any representative of the Company Owner Participant in any document or certificate furnished to the Trustee in connection herewith or pursuant hereto, shall prove at any time to have been Operative Document was incorrect in any material adverse respect as of at the date made time made, and such incorrectness shall remain continues to be material and unremedied for a period of 120 days after the date on which there has been given adverse to the Company by the interests of Loan Trustee or Noteholders; and if such misrepresentation is capable of being corrected and if such correction is being sought diligently, such misrepresentation shall not have been corrected within 60 days (or, without affecting Section 4.02(f), in the Holders of 25% or more in aggregate principal amount case of the Equipment Notes then outstanding a written representations made in Sections 5.03(l) and 5.02(g) of the Participation Agreement as to the citizenship of Owner Trustee in its individual capacity or Owner Participant, respectively, as soon as is reasonably practicable but in any event within 60 days) following notice specifying such incorrectnessthereof from Loan Trustee or any Noteholder to Owner Trustee or Owner Participant, as the case may be; (e) other than as provided in (c) above or (f) below), any failure by Owner Trustee or Owner Participant to observe or perform any other covenant or obligation of Owner Trustee or Owner Participant, as the Guarantee shall cease case may be, for the benefit of Loan Trustee or Noteholders contained in the Participation Agreement, Section 4.01(a) of the Trust Agreement, the Equipment Notes or this Indenture which is not remedied within a period of 60 days after notice thereof has been given to be in full force Owner Trustee and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceableOwner Participant; (f) if at any time when the Aircraft is registered under the laws of the United States, Owner Participant shall not be a Citizen of the United States, and as the result thereof the registration of the Aircraft under the Federal Aviation Act, and regulations then applicable thereunder, shall cease to be effective; provided that no Indenture Event of Default shall be deemed to have occurred under this paragraph (f) unless such circumstances continue unremedied for more than 60 days after Owner Participant has Actual Knowledge of the state of facts that resulted in such ineffectiveness and of such loss of citizenship; (g) at any time either the Company or the Guarantor shall (i) commence a voluntary the commencement of an involuntary case or other proceeding seeking liquidationin respect of Owner Participant, reorganization Owner Trustee or the Trust Estate in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other relief with respect to itself applicable federal or its debts under any state bankruptcy, insolvency or other similar law now or hereafter in effect, the United States or seeking the appointment of a trustee, receiver, liquidator, custodian assignee, custodian, trustee, sequestrator (or other similar official of it Owner Participant, Owner Trustee or any substantial part the Trust Estate or for all or substantially all of its property, or seeking the winding-up or liquidation of its affairs and the continuation of any such case or other proceeding undismissed and unstayed for a period of 90 consecutive days; or (ii) the commencement by Owner Participant, Owner Trustee or the Trust Estate of a voluntary case or proceeding under the federal bankruptcy laws, as now or constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar law in the United States, or the consent to any such relief by Owner Participant, Owner Trustee or the Trust Estate to the appointment of or taking possession by any such official in any voluntary case a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other proceeding commenced against itsimilar official) of Owner Participant, Owner Trustee or the Trust Estate or for all or substantially all of its property, or (iii) admit in writing its inability to pay its debts generally as they come duethe making by Owner Participant, Owner Trustee or (iv) make a general the Trust Estate of any assignment for the benefit of creditors, creditors of Owner Participant or (v) Owner Trustee or the Trust Estate shall take any corporate action to authorize any of the foregoing; or (gprovided, however, that an event referred to in this Section 4.02(g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it Owner Participant shall not constitute an Indenture Event of Default if within 30 days of the commencement of the case or its respective debts proceeding a final non-appealable order, judgment or decree shall be entered in such case or proceeding by a court or a trustee, custodian, receiver or liquidator, to the effect that no part of the Trust Estate (except for Owner Participant's beneficial interest therein) and no right, title or interest under the Indenture Estate shall be included in, or be subject to, any declaration or adjudication of, or proceedings with respect to, the bankruptcy, insolvency or other similar law now or hereafter liquidation of Owner Participant referred to in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 daysthis Section 4.02(g).

Indenture Events of Default. The following events shall constitute "Indenture Events of Default" and each such Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been remedied: (a) subject to Section 5.04(a), a Lease Event of Default (other than a Lease Event of Default by reason of a default by the Company Lessee to pay any amounts which are part of the Excepted Property); or (b) default by the Owner Trustee in making any payment when due of any principal of or premium (of, Make-Whole Amount, if any) , or interest on, the Equipment Notes or any Equipment Note; (b) default by the Company in making any payment when due of any interest on any Note or Equipment NoteNotes, and the continuance of such default unremedied for 10 Business Days after the same shall have become due and payable;; or (c) any failure by the Company Owner Trustee or the Guarantor Owner Participant to observe or perform in any material respect any covenant or obligation of itthem or any of them, in this Indenture or the Equipment Notes if(other than as set forth in clause (b) above) or in the Participation Agreement, but only if, if such failure is not remedied within a period of 120 30 days after there has been given to the Company or Owner Trustee, the Guarantor, as Owner Participant and the case may be, Lessee by the Indenture Trustee or the Holders by any holder of 25% or more in aggregate principal amount of the an Equipment Notes then outstanding Note a written notice specifying such failure and requiring it to be remedied;; or (d) any representation or warranty made by the Company Owner Trustee (except to the extent made with respect to Norwest Bank Minnesota, National Association in its individual capacity) or the Owner Participant under the Participation Agreement, or by the Owner Trustee hereunder, or by any representative of the Company Owner Trustee or the Owner Participant in any document or certificate furnished to the Indenture Trustee or the holders of Equipment Notes in connection herewith or therewith or pursuant heretohereto or thereto, shall prove at any time to have been incorrect in any material adverse respect as of the date made and and, if capable of cure, such incorrectness shall remain material and continue unremedied for a period of 120 30 days after the date on which there has been given to the Company by Owner Trustee and the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding Owner Participant a written notice specifying such incorrectness;, stating that such incorrectness is a default hereunder and requiring it to be remedied by the Indenture Trustee or by any holder of an Equipment Note; or (e) the Guarantee shall cease to be Owner Trustee (as Owner Trustee and not in full force and effect its individual capacity) or the Guarantor Owner Participant shall take any action consent to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trusteecustodian, receiver, liquidator, custodian trustee or other similar official liquidator of it itself or any of a substantial part of its property, property or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) shall make a general assignment for the benefit of creditors; or (f) the Owner Trustee (as Owner Trustee and not in its individual capacity) or the Owner Participant shall file, or (v) consent by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any corporate action to authorize bankruptcy or insolvency law of any of the foregoingjurisdiction; or (g) an involuntary case order, judgment or other proceeding decree shall be commenced against either entered by any court of competent jurisdiction appointing, without the Company consent of the Owner Trustee (as Owner Trustee and not in its individual capacity) or the Guarantor seeking liquidationOwner Participant, reorganization a receiver, trustee or other relief with respect to it liquidator of the Indenture Estate, the Owner Trustee (as Owner Trustee and not in its individual capacity) or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effectthe Owner Participant, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or granting any order for relief in respect of the Owner Trustee (as Owner Trustee and not in its individual capacity) or the Owner Participant under the Federal bankruptcy laws, and any such involuntary case order, judgment or other proceeding decree of appointment shall remain undismissed and in force undismissed, unstayed or unvacated for a period of 90 60 days after the date of entry thereof; or (h) a petition against the Owner Trustee (as Owner Trustee and not in its individual capacity) or the Owner Participant, in a proceeding under the Federal bankruptcy laws or other insolvency law, as now or hereafter in effect, shall be filed and shall not be withdrawn or dismissed within 60 days thereafter, or if, under the provisions of any law providing for reorganization or winding-up of corporations which may apply to the Owner Trustee (as Owner Trustee and not in its individual capacity) or the Owner Participant, any court of competent jurisdiction shall assume jurisdiction, custody or control of the Indenture Estate, the Owner Trustee (as Owner Trustee and not in its individual capacity) or the Owner Participant or of any substantial part of its property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of 60 days; or Notwithstanding any provision herein to the contrary, if an Indenture Event of Default described in clause (e), (f), (g) or (h) of this Section 5.01 results solely from the bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation of Owner Trustee solely in its individual capacity, and can be cured by the appointment of a substitute Owner Trustee without adversely affecting the rights of the Indenture Trustee hereunder, then Indenture Trustee shall refrain from the exercise of any of the rights, powers or remedies pursuant to this Article V for a period of 45 days from the date of the filing or entry of the first applicable document or pleading, provided Owner Participant is diligently seeking to, and does, replace the bank or trust company then serving as Owner Trustee which replacement shall be deemed to cure such Indenture Event of Default.

Indenture Events of Default. The following events shall constitute "Indenture Events of Default" under this Agreement (whether any such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and each such Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been be waived or remedied: (a) default the failure (other than by reason of a Lease Event of Default) of the Company in making Owner Trustee to pay when due any payment when due of any principal of or premium (Premium or Break Amount, if any) on, any Equipment Note; (b) default by the Company in making any payment when due of any or interest on any Equipment NoteCertificate and such failure shall have continued unremedied for seven Business Days, or the failure (other than by reason of a Lease Event of Default) of the Owner Trustee to pay when due any other amount due and payable hereunder, or under any Certificate, and the continuance of such default failure shall have continued unremedied for 10 Business Days after notice thereof to the same shall have become due and payable;Owner Trustee; or (cb) any failure Lessor Lien required to be discharged by Shawmut Bank Connecticut, National Association, pursuant to Section 4.02 or required to be discharged by the Company Owner Trustee pursuant to Section 4.01(ii) or required to be discharged or bonded (in a manner reasonably satisfactory to the Guarantor Indenture Trustee) by the Owner Participant pursuant to observe or perform in any material respect any covenant or obligation Section 8(g) of it, in this Indenture or the Equipment Notes if, but only if, such failure is not remedied within Participation Agreement shall remain undischarged for a period of 120 30 calendar days after there has been given to the a Responsible Officer or Responsible Company or the GuarantorOfficer, as the case may be, by of Shawmut Bank Connecticut, National Association, the Owner Trustee or the Holders Owner Participant, as the case may be, shall have actual knowledge of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such failure and requiring it to be remedied;Lessor Lien; or (dc) any representation or warranty made by the Company hereunderOwner Trustee or the Owner Participant or Shawmut Bank Connecticut, National Association, herein or in the Participation Agreement, or made by any representative Person guaranteeing or supporting the obligations of the Company Owner Participant under the Operative Agreements in any document its guarantee or certificate furnished to the Trustee in connection herewith or pursuant heretosupport agreement, shall prove at any time to have been false or incorrect when made in any material adverse respect to the Certificate Holders, is material at the time of discovery and, if curable, is not cured within 30 days of notice thereof to the Owner Participant and the Owner Trustee from the Indenture Trustee; or (d) any failure by the Owner Trustee to observe its covenant in Section 4.01(iii), insofar as it relates to the Owner Trustee's obligation to the Indenture Trustee only, or in Section 4.01(vi), and such failure shall have continued unremedied for ten Business Days; or any failure by the Owner Trustee to observe any of its other covenants in Section 4.01 or any failure by the Owner Participant to observe any of its covenants in Section 8(b), 8(l), 8(v) or 10 of the date made and Participation Agreement, or disaffirmance or repudiation by any Person guaranteeing TRUST INDENTURE AND SECURITY AGREEMENT [N603SW] -31- 38 or supporting the obligations of the Owner Participant under the Operative Agreements of its obligations under its guarantee or support agreement; or (e) any failure by the Owner Trustee or Shawmut Bank Connecticut, National Association, to observe or perform any other covenant or obligation of the Owner Trustee or Shawmut Bank Connecticut, National Association, as the case may be, contained in this Indenture or in the Participation Agreement or any failure by the Owner Participant to observe or perform any other covenant or obligation of the Owner Participant contained in the Participation Agreement or any failure by any Person guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements to perform any covenant or obligation of such incorrectness shall remain material and unremedied for Person under its guarantee or support agreement which, in any case, is not remedied within a period of 120 30 calendar days after the date on which there notice thereof has been given to the Company by Owner Trustee and the Trustee Owner Participant or such Person, as the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectness; (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable;case may be; or (f) there shall be a Lease Event of Default other than, without the consent of the Owner Trustee in its sole discretion, a Lease Event of Default arising by reason of nonpayment when due of any Excluded Payments; or (g) either the Company Trust Estate or the Guarantor Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements shall (i) commence file, or consent by answer or otherwise to the filing against it of a voluntary case petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (ii) make an assignment for the benefit of its creditors, or (iii) consent to the appointment of a custodian, receiver, trustee or other proceeding seeking liquidationofficer with similar powers of itself or any substantial part of its property; provided, reorganization or other relief that an event referred to in this Section 8.01(g) with respect to itself the Owner Participant shall not constitute an Indenture Event of Default if (A) an order, judgment or its debts decree shall be entered in a proceeding by a court or a trustee, custodian, receiver or liquidator which is either final and non-appealable or has not been stayed pending any appeal, or (B) an opinion of counsel satisfactory to the Indenture Trustee shall be provided by the Owner Participant, in each case to the effect that no part of the Trust Estate created by the Trust Agreement (except for the Owner Participant's beneficial interest in such Trust Estate) and no right, title or interest under the Indenture Estate shall be included in, or be subject to, any declaration or adjudication of, or proceedings with respect to, the bankruptcy, insolvency or other similar law now liquidation of the Owner Participant referred to in this Section 8.01(g); or (h) a court or hereafter governmental authority of competent jurisdiction shall enter an order appointing, without consent by the Trust Estate or the Owner Trustee with respect thereto (and not in effectits individual capacity) or the Owner Participant or any Person guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements, or seeking the appointment of a trusteecustodian, receiver, liquidator, custodian trustee or other officer with similar official of powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Trust Estate or the Owner Trustee with respect thereto (iiand not in its individual capacity) consent to or the Owner Participant or any Person guaranteeing or supporting the obligations of the Owner Participant under the Operative TRUST INDENTURE AND SECURITY AGREEMENT [N603SW] -32- 39 Agreements and any such relief order or petition is not dismissed or stayed within 90 days after the earlier of the entering of any such order or the approval of any such petition; provided, that an event referred to in this Section 8.01(h) with respect to the appointment Owner Participant shall not constitute an Event of Default if (A) an order, judgment or taking possession decree shall be entered in a proceeding by a court or a trustee, custodian, receiver or liquidator which is either final and non-appealable or has not been stayed pending any such official in any voluntary case or other proceeding commenced against itappeal, or (iiiB) admit an opinion of counsel satisfactory to the Indenture Trustee shall be provided by the Owner Participant, in writing its inability each case to pay its debts generally as they come duethe effect that no part of the Trust Estate created by the Trust Agreement (except for the Owner Participant's beneficial interest in such Trust Estate) and no right, title or interest under the Indenture Estate shall be included in, or (iv) make a general assignment for the benefit of creditorsbe subject to, any declaration or adjudication of, or (v) take any corporate action to authorize any of the foregoing; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief proceedings with respect to it or its respective debts under any to, the bankruptcy, insolvency or other similar law now or hereafter liquidation of the Owner Participant referred to in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 daysthis Section 8.01(h).

Indenture Events of Default. The term Indenture Event of Default, wherever used herein, shall mean any of the following events shall constitute "Indenture Events of Default" and each (whatever the reason for such Indenture Event of Default and whether it shall be deemed voluntary or involuntary or come about or be effected by operation of law or pursuant to exist and continue so long asor in compliance with any judgment, but only so long asdecree or order of any court or any order, it shall not have been remedied:rule or regulation of any administrative or governmental body): (a) default by any of the Company Events of Default specified in making the following clauses of section 15 of the Facility Lease: (1) clause (i)(y), except a failure of the Lessee to pay any payment when due amount which shall constitute an Excepted Payment; (2) clause (i)(x), except a failure of the Lessee to pay any principal amount which shall constitute an Excepted Payment or except where the Owner Trustee shall not have rescinded or terminated the Facility Lease pursuant to section l6(a)(i) of the Facility Lease; or premium (if any3) on, any Equipment Note;clause (vii); or (b) default the rescission, or termination of, or the taking of action by the Company in making Owner Trustee or the Owner Participant the effect of which would be to rescind or terminate, the Facility Lease, whether pursuant to section l6(a)(i) of the Facility Lease or otherwise; or (c) any failure by the Lessee to perform and observe Section 10(b) (3)(iii) of the Participation Agreement; or (d) the Owner Trustee shall fail to make any payment when due in respect of any the principal of, or premium, if any, or interest on any Equipment Noteon, and the continuance of such default unremedied for 10 Notes within ten (10) Business Days after the same shall have become due and payable; (c) other than by virtue of any failure by the Company Lessee to make any payment of Rent therefor); or (e) the Owner Trustee shall fail to perform or the Guarantor to observe or perform in any material respect any covenant or obligation agreement to be performed or observed by it under section 6.1 of itthis Indenture, or the Owner Participant shall fail to perform or observe any covenant or agreement to be performed or observed by it under Section 7(b)(l) of the Participation Agreement and, in this Indenture or the Equipment Notes if, but only ifany such case, such failure is not remedied within shall continue for a period of 120 30 days after there has notice thereof shall have been given to the Company or Owner Trustee, the Guarantor, as Owner Participant and the case may be, Lessee by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice Indenture Trustee, specifying such failure and requiring it to be remedied; (d) any representation or warranty made by the Company hereunder, or by any representative of the Company in any document or certificate furnished to the Trustee in connection herewith or pursuant hereto, shall prove at any time to have been incorrect in any material adverse respect as of the date made and such incorrectness shall remain material and unremedied for a period of 120 days after the date on which there has been given to the Company by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectness; (e) the Guarantee shall cease to be in full force and effect or the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceable; (f) either the Company or the Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any of the foregoing; or (g) an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days.

Indenture Events of Default. The If any one of the following events shall constitute "Indenture Events of Default" and each such occur (each, an “Indenture Event of Default shall be deemed to exist and continue so long as, but only so long as, it Default”): (a) the Interest Payment Amount due on the Notes shall not have been remedied: (a) default by the Company in making paid on any Payment Date and such non-payment when due of any principal of or premium (if any) on, any Equipment Noteshall have continued for a period [***]; (b) default by the Company in making any payment when due of any interest on any Equipment Note, and the continuance of such default unremedied for 10 Business Days after the same Issuer shall have become due and payablean “investment company” or shall have become under the “control” of an “investment company” under the Investment Company Act of 1940, as amended; (c) any failure by Notes shall not have been paid in full on the Company or the Guarantor to observe or perform in any material respect any covenant or obligation of it, in this Indenture or the Equipment Notes if, but only if, such failure is not remedied within a period of 120 days after there has been given to the Company or the Guarantor, as the case may be, by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such failure and requiring it to be remediedFinal Stated Maturity Date; (d) any representation or warranty made by the Company hereunder, or by any representative of the Company in any document or certificate furnished to the Indenture Trustee in connection herewith or pursuant hereto, shall prove at any time ceases to have been incorrect in any material adverse respect as of a first priority perfected security over the date made and such incorrectness shall remain material and unremedied for a period of 120 days after the date on which there has been given to the Company by the Trustee or the Holders of 25% or more in aggregate principal amount of the Equipment Notes then outstanding a written notice specifying such incorrectnessCollateral; (e) the Guarantee Issuer shall cease be in breach of any of its representations and warranties in any Program Agreement or shall fail to comply with its agreements and covenants in, or any other applicable provisions of, any Program Agreement, and such breach or failure to so comply materially and adversely affects the interests of the Noteholders and continues to materially and adversely affect the interests of the Noteholders for a period of [***] after the earlier of (i) the date on which a Trust Officer of the Indenture Trustee obtains actual knowledge of such breach or failure or (ii) the date on which written notice of such failure, requiring the same to be in full force and effect or remedied, shall have been given to a Trust Officer of the Guarantor shall take any action to seek to have the Guarantee declared void or unenforceableIndenture Trustee; (f) either the Company or the Guarantor an Event of Bankruptcy shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief occur with respect to itself the Issuer, the Seller or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its inability to pay its debts generally as they come due, or (iv) make a general assignment for the benefit of creditors, or (v) take any corporate action to authorize any of the foregoingRepo Guarantor; or (g) any default by the Repo Guarantor under the Guaranty; then, at any time during the continuance of such Indenture Event of Default, the Indenture Trustee shall, by written notice to the Issuer and the Holders of the Notes (i) instruct the Issuer to cease purchasing Eligible Assets and (ii) notify the Noteholders, the Administrator, the Rating Agency, the Collateral Agent, the Owner Trustee, the Standby Servicer, the Servicer, the Mortgage Loan Custodian, the Seller and the Repo Guarantor that an involuntary case or other proceeding shall be commenced against either the Company or the Guarantor seeking liquidation, reorganization or other relief with respect to it or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment Indenture Event of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 daysDefault has occurred.