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

Notice of Indenture Event of Default. In the event the Indenture Trustee shall have knowledge of an Indenture Event of Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Rent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall give prompt notice thereof to the Owner Trustee, the Owner Participant and the Lessee by facsimile, telex, telegraph or telephone (confirmed by written notice in the manner provided by Section 10.06 hereof), and to each Note Holder by first-class mail. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 10.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03 hereof, if the Indenture Trustee shall not have received instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Note Holders and shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of its own affairs; provided that the Indenture Trustee may not sell the Aircraft or any part thereof without the consent of a Majority in Interest of Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify, to the extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in the Corporate Trust Office, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of an Indenture Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture Default for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Note Holders or, in the case of the Owner Trustee, by the Indenture Trustee.

Notice of Indenture Event of Default. In the event the Indenture ------------------------------------ Trustee shall have knowledge of an Indenture Event of Default, Default or shall have knowledge of an Indenture Default arising either from a failure to pay Rent or a Lease Default of the type referred to in the second sentence of Section 4.03Basic Rent, the Indenture Trustee shall forthwith give prompt telephone notice thereof to the Owner Trustee, the Owner Participant Participant, the Lessee and the Lessee by facsimile, telex, telegraph or telephone Certificate Holders (promptly confirmed by written notice in the manner provided by Section 10.06 hereoftelex or facsimile to such Persons not later than one Business Day thereafter), and to each Note Holder by first-class mail. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 4.08 and 5.03, 5.10 and 10.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by a the Majority in Interest of Note Certificate Holders. Subject to the provisions of Section 5.03 hereof5.03, if the Indenture Trustee shall not have received TRUST INDENTURE instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Note Certificate Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to any such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Note Certificate Holders and shall use the same degree of care and skill in connection therewith as a prudent person man would use under the circumstances in the conduct of its his own affairs; provided that the Indenture Trustee may not sell the Aircraft any Airframe or any part thereof Engine without the consent of a the Majority in Interest of Note Certificate Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify, to notify the extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Certificate Holders, the Owner Trustee Trustee, the Owner Participant and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in the its Corporate Trust OfficeDepartment, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of an any Indenture Default, any Lease Default or any Lease Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Basic Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture Default for purposes of the first sentence of this Section 5.01Default) unless notified in writing by the Lessee, the Owner Trustee or one or more Note Holders orCertificate Holders. This Section 5.01, in however, is subject to the case condition that, if at any time after the principal of the Owner TrusteeCertificates shall have become due and payable pursuant to Section 4.04(b) or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Certificates and all other amounts payable under the Certificates (except the principal of the Certificates which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Certificate Holders may (but shall not be obligated to) , by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent TRUST INDENTURE Indenture Default or Indenture Event of Default or impair any right consequent thereon.

Notice of Indenture Event of Default. In the event the Indenture Trustee shall have knowledge of an Indenture Event of Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Rent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall give prompt notice thereof to the Owner Trustee, the Owner Participant and the Lessee by facsimile, telex, telegraph or telephone (confirmed by written notice in the manner provided by Section 10.06 hereof), and to each Note Holder by first-class mail. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 10.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03 hereof, if the Indenture Trustee shall not have received instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Note Holders and shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of its own affairs; provided that the Indenture Trustee may not sell the Aircraft or any part thereof without the consent of a Majority in Interest of Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify, to the extent (in the case of any such party) not stayed or otherwise prohibited by Trust Indenture 72 - 67 - applicable law, the Owner Participant, the Note Holders, the Owner Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in the Corporate Trust Office, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of an Indenture Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture Default for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Note Holders or, in the case of the Owner Trustee, by the Indenture Trustee.

Notice of Indenture Event of Default. In If the event the Indenture Loan Trustee shall have knowledge of an Indenture Event of Default, Default or shall have knowledge of an Indenture Default a default arising either from a failure by the Owner to pay Rent when due any payment of principal amount, interest, or a Lease Default of the type referred to in the second sentence of Section 4.03Make-Whole Amount, if any, due and payable under any Equipment Note, the Indenture Loan Trustee shall promptly give prompt notice thereof to the Owner TrusteeOwner, the Owner Participant each Liquidity Provider and the Lessee each Noteholder by facsimiletelegram, telexcable, telegraph facsimile or telephone (to be promptly confirmed by written notice in the manner provided by Section 10.06 hereofwriting), and to each Note Holder by first-class mail. Subject to the terms of Sections 2.12Section 4.02, 4.03Section 4.05, 4.04, 4.08, 4.09, Section 5.02 and Section 5.03, 5.10 and 10.05 hereof and of this Section 5.01, the Indenture Loan Trustee shall take such action, or refrain from taking such action, with respect to any such default or Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Loan Trustee shall be instructed in writing by a Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section 5.03 hereof5.03, if the Indenture Loan Trustee shall not have received instructions as above provided within 20 calendar days Business Days after mailing giving notice of such Indenture Default default or Indenture Event of Default to the Note HoldersNoteholders, the Indenture Loan Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such actionaction with respect to such default or Indenture Event of Default as it shall reasonably determine to be advisable and in the best interests of the Noteholders, but shall be under no duty to take or refrain from taking any action, with respect to such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Note Holders and . The Loan Trustee shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of its his or her own affairs; provided that the Indenture . The Loan Trustee may not sell the Aircraft Airframe or any part thereof Engine without the consent of a Majority in Interest of Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify, to the extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee and the LesseeNoteholders. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in the Corporate Trust Office, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trusteeknowledge, the Indenture Loan Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of a default or an Indenture Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture Default for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Note Holders or, Noteholders; and “actual knowledge” (as used in the case foregoing clause) of the Loan Trustee shall mean actual knowledge of an officer in the Corporate Trust Office of the Loan Trustee; provided that the Loan Trustee shall be deemed to have actual knowledge of (i) the failure of the Owner Trusteeto pay any principal amount of, by or interest on, the Indenture TrusteeEquipment Notes directly to the Loan Trustee when the same shall become due or (ii) the failure of Lessee to maintain insurance as required under Section 10 of the Lease if the Loan Trustee receives written notice thereof from an insurer or insurance broker.

Notice of Indenture Event of Default. In the event the Indenture Trustee shall have knowledge of an Indenture Event of Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Rent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall give prompt notice thereof to the Owner Trustee, the Owner Participant and the Lessee by facsimile, telex, telegraph or telephone (confirmed by written notice in the manner provided by Section 10.06 hereof), and to each Note Holder by first-class mail. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 10.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03 hereof, if the Indenture Trustee shall not have received instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Note Holders and shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of its own affairs; provided that the Indenture Trustee may not sell the Aircraft Engine or any part thereof without the consent of a Majority in Interest of Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify, to the extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee and the Lessee. For all purposes of this Trust Indenture, in the absence of actual knowledge on the part of an officer in the Corporate Trust Office, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of an Indenture Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture Default for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Note Holders or, in the case of the Owner Trustee, by the Indenture Trustee.

Notice of Indenture Event of Default. In the event the Indenture Trustee shall have knowledge of an Indenture Event of Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Rent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall give prompt notice thereof to the Owner Trustee, the Owner Participant and the Lessee by facsimile, telex, telegraph or telephone (confirmed by written notice in the manner provided by Section 10.06 hereof), and to each Note Holder by first-class mail. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 10.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03 hereof, if the Indenture Trustee shall not have received instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Note Holders and shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of its own affairs; provided that the Indenture Trustee may not sell the Aircraft Engine or any part thereof without the consent of a Majority in Interest of Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify, to the extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in the Corporate Trust Office, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of an Indenture Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture Default for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Note Holders or, in the case of the Owner Trustee, by the Indenture Trustee.

Notice of Indenture Event of Default. In ------- ------------------------------------ the event a Responsible Officer of the Indenture Trustee shall have actual knowledge of an Indenture Event of Default, Default or shall have knowledge of an Indenture Default arising either from a failure to pay Rent or a Lease Default of the type referred to in the second sentence of Section 4.03Basic Rent, the Indenture Trustee shall forthwith give prompt written notice by telex or facsimile thereof to the Owner Trustee, the Owner Participant Participant, the Lessee and the Lessee by facsimile, telex, telegraph or telephone (confirmed by written notice in the manner provided by Section 10.06 hereof), and to each Note Holder by first-class mailNoteholders. Subject to the terms of Sections 2.12, 4.03, 4.044.04(a), 4.08, 4.09, 5.03, 5.10 5.03 and 10.05 hereof and of this Section 5.015.09, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by a the Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section Sections 4.03, 4.04(a), 4.08, 5.03 hereofand 5.09, if the Indenture Trustee shall not have received instructions as above provided within 20 twenty (20) calendar days after mailing receipt of notice of such Indenture Default or Indenture Event of Default to by the Note HoldersNoteholders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to any such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Note Holders Noteholders and shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of its such person's own affairs; provided that the Indenture Trustee may not sell the Aircraft Airframe or any part thereof Engine -------- without the consent of a the Majority in Interest of Note HoldersNoteholders. In the event the Indenture Trustee shall at any time elect commence to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify, to notify the extent (in the case of any such party) not stayed or otherwise prohibited by applicable lawNoteholders, the Owner Participant, the Note HoldersTrustee, the Owner Trustee Participant and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer a Responsible Officer in the its Corporate Trust OfficeDepartment, in the case of the Indenture Trustee, or its Corporate Trust Administration DepartmentAdministration, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of an any Indenture Default, any Default or any Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Basic Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture Default for purposes of the first sentence of this Section 5.01Default) unless notified in writing by the Lessee, the Owner Trustee or one or more Note Holders orNoteholders. This Section 5.01, in however, is subject to the case condition that, if at any time after the principal of the Owner TrusteeEquipment Notes shall have become due and payable pursuant to Section 4.04(b) or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Equipment Notes and all other amounts payable under the Equipment Notes (except the principal of the Equipment Notes which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Noteholders may (but shall not be obligated to), by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent Indenture Default or Indenture Event of Default or impair any right consequent thereon.

Notice of Indenture Event of Default. In the event the Indenture Trustee shall have knowledge of an Trust Indenture 66 - 61 - Indenture Event of Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Rent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall give prompt notice thereof to the Owner Trustee, the Owner Participant and the Lessee by facsimile, telex, telegraph or telephone (confirmed by written notice in the manner provided by Section 10.06 hereof), and to each Note Holder by first-class mail. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 10.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03 hereof, if the Indenture Trustee shall not have received instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Note Holders and shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of its own affairs; provided that the Indenture Trustee may not sell the Aircraft or any part thereof without the consent of a Majority in Interest of Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify, to the extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in the Corporate Trust Office, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of an Indenture Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture Default for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Note Holders or, in the case of the Owner Trustee, by the Indenture Trustee.

Notice of Indenture Event of Default. In the event the Indenture Trustee shall have knowledge of an Indenture Event of Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Rent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall give prompt notice thereof to the Owner Trustee, the Owner Participant and the Lessee by facsimile, telex, telegraph or telephone (confirmed by written notice in the manner provided by Section 10.06 hereof), Trust Indenture and to each Note Holder by first-class mail. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 10.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03 hereof, if the Indenture Trustee shall not have received instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Note Holders and shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of its own affairs; provided that the Indenture Trustee may not sell the Aircraft or any part thereof without the consent of a Majority in Interest of Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify, to the extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in the Corporate Trust Office, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of an Indenture Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture Default for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Note Holders or, in the case of the Owner Trustee, by the Indenture Trustee.

Notice of Indenture Event of Default. In the event the Indenture Trustee shall have knowledge of an Indenture Event of Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Rent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall give prompt notice thereof to the Owner Trustee, the Owner Participant and the Lessee by facsimile, telex, telegraph or telephone (confirmed by written notice in the manner provided by Section 10.06 hereof), and to each Note Holder by first-class mail. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 10.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03 hereof, if the Indenture Trustee shall not have received instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Note Holders and shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of its own affairs; provided that the Indenture Trustee may not sell the Aircraft or any part thereof without the consent of a Majority in Interest of Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify, to the extent (in the Trust Indenture case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in the Corporate Trust Office, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of an Indenture Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture Default for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Note Holders or, in the case of the Owner Trustee, by the Indenture Trustee.

Notice of Indenture Event of Default. In the event the Indenture Trustee shall have knowledge of an Indenture Event of Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Rent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall give prompt notice thereof to the Owner Trustee, the Owner Participant and the Lessee by facsimile, telex, telegraph or telephone (confirmed by written notice in the manner provided by Section 10.06 hereof), and to each Note Holder by first-class mail. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 10.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03 hereof, if the Indenture Trustee shall not have received instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Note Holders and shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of its own affairs; provided that the Indenture Trustee may not sell the Aircraft or any part thereof without the consent of a Majority in Interest of Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify, to the extent (in the case of any such party) not stayed or otherwise prohibited by Trust Indenture applicable law, the Owner Participant, the Note Holders, the Owner Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in the Corporate Trust Office, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of an Indenture Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture Default for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Note Holders or, in the case of the Owner Trustee, by the Indenture Trustee.

Notice of Indenture Event of Default. In the event the Indenture Trustee shall have knowledge of an Indenture Event of Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Rent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall give prompt notice thereof to the Owner Trustee, the Owner Participant and the Lessee by facsimile, telex, telegraph or telephone (confirmed by written notice in the manner provided by Section 10.06 hereof), and to each Note Holder by first-first- class mail. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 10.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03 hereof, if the Indenture Trustee shall not have received instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Note Holders and shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of its own affairs; provided that the Indenture Trustee may not sell the Aircraft or any part thereof without the consent of a Majority in Interest of Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify, to the extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in the Corporate Trust Office, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of an Indenture Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture Default for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Note Holders or, in the case of the Owner Trustee, by the Indenture Trustee.the

Notice of Indenture Event of Default. In the event the Indenture Trustee shall have knowledge of an Indenture Event of Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Rent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall give prompt notice thereof to the Owner Trustee, the Owner Participant and the Lessee by facsimile, telex, telegraph or telephone (confirmed by written notice in the manner provided by Section 10.06 hereof), and to each Note Holder by first-first- class mail. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 10.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03 hereof, if the Indenture Trustee shall not have received instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Note Holders and shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of its own affairs; provided that the Indenture Trustee may not sell the Aircraft or any part thereof without the consent of a Majority in Interest of Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify, to the extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in the Corporate Trust Office, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of an Indenture Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture Default for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Note Holders or, in the case of the Owner Trustee, by the Indenture Trustee.the

Notice of Indenture Event of Default. In the event the Indenture If Loan Trustee shall have knowledge has Actual Knowledge of an Indenture Event of Default, Default or shall have knowledge of an Indenture Default a default arising either from a failure by Lessee to pay Rent or a Lease Default of the type referred to in the second sentence of Section 4.03when due any Rent, the Indenture Loan Trustee shall promptly give prompt notice thereof to the Owner Trustee, the Owner Participant Participant, Lessee and the Lessee by facsimile, telex, telegraph or telephone (confirmed by written notice in the manner provided by Section 10.06 hereof), and to each Note Holder by first-class mailNoteholder. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.02 and 5.03, 5.10 and 10.05 hereof and of this Section 5.01, the Indenture Loan Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Loan Trustee shall be is instructed in writing by a Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section 5.03 hereof5.03, if the Indenture Loan Trustee shall does not have received receive instructions as above provided within 20 calendar days Business Days after mailing giving notice of such Indenture Default or Indenture Event of Default to the Note HoldersNoteholders, the Indenture Loan Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such actionaction with respect to such Indenture Event of Default as it reasonably determines to be advisable in the best interests of Noteholders, but shall be under no duty to take or refrain from taking any action, with respect to such Indenture Default or Indenture Event of Default as it . If Loan Trustee shall determine at any time declare the Lease to be advisable in default pursuant to Section 15 thereof or shall elect to foreclose or otherwise enforce this Indenture, Loan Trustee shall forthwith notify Owner Participant, Owner Trustee, Lessee and in the best interests of the Note Holders and Noteholders. It shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of its his or her own affairs; provided that the Indenture . Loan Trustee may not sell the Aircraft Airframe or any part thereof Engine without the consent of a Majority in Interest of Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify, to the extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee and the LesseeNoteholders. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in the Corporate Trust OfficeActual Knowledge, in the case of the Indenture Loan Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner TrusteeParticipant, as the case may be, shall not be deemed to have knowledge of an Indenture Default or an Indenture Event of Default unless notified in writing by Lessee, Owner Participant, Owner Trustee or one or more Noteholders; provided, however, that Loan Trustee is deemed to have Actual Knowledge of (except, in the case of the Indenture Trustee, i) the failure of the Lessee to pay any installment of Basic Rent when due, if any portion the same shall become due or (ii) the failure of such installment was then Lessee to maintain insurance as required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture Default for purposes under Section 11 of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Lease if Loan Trustee receives written notice thereof from an insurer or one or more Note Holders or, in the case of the Owner Trustee, by the Indenture Trusteeinsurance broker.

Notice of Indenture Event of Default. In the event the Indenture Loan Trustee shall have knowledge of an Indenture Event of Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Rent or a Lease Default of the type referred to in the second sentence of Section 4.03Rent, the Indenture Loan Trustee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant and Participant, the Lessee by facsimile, telex, telegraph or telephone (confirmed by written notice in the manner provided by Section 10.06 hereof), and to each Note Holder by first-class mailNoteholder. Subject to the terms of Sections 2.128.03, 4.038.04, 4.048.08, 4.08, 4.09, 5.03, 5.10 9.02 and 10.05 hereof and of this Section 5.019.03 hereof, the Indenture Loan Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Loan Trustee shall be instructed in writing by a the Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section 5.03 9.03 hereof, if the Indenture Loan Trustee shall not have received instructions as above provided within 20 calendar days after mailing giving notice of such Indenture Default or Indenture Event of Default to the Note HoldersNoteholders, the Indenture Loan Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.019.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Note Holders Noteholders and shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of its his or her own affairs; provided that the Indenture Loan Trustee may not sell the Aircraft or any part thereof Engine without the consent of a the Majority in Interest of Note HoldersNoteholders. In the event the Indenture Loan Trustee shall at any time elect declare the Lease to be in default pursuant to Section 15 thereof or shall elect, subject to Section 8.03, to foreclose or otherwise enforce this Indenture, the Indenture Loan Trustee shall forthwith notify, to the extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, notify the Owner Participant, the Note HoldersNoteholders, the Owner Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in the Corporate Trust Office, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Loan Trustee, the Indenture Loan Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of an Indenture Event of Default or an Indenture Default (except, in the case of the Indenture Loan Trustee, the failure of the Lessee to pay any installment of Rent when dueBasic Rent, if any portion of such installment was then required to be paid to the Indenture Loan Trustee, which failure shall constitute knowledge of an Indenture Default for purposes one Business Day after such Basic Rent was due) or the curing of the first sentence an Indenture Event of this Section 5.01) Default unless notified in writing by the Lessee, the Owner Trustee Trustee, the Owner Participant or one or more Note Holders or, in the case of the Owner Trustee, by the Indenture TrusteeNoteholders.

Notice of Indenture Event of Default. In ------- ------------------------------------ the event a Responsible Officer of the Indenture Trustee shall have actual knowledge of an Indenture Event of Default, Default or shall have knowledge of an Indenture Default arising either from a failure to pay Rent or a Lease Default of the type referred to in the second sentence of Section 4.03Basic Rent, the Indenture Trustee shall forthwith give prompt written notice by telex or facsimile thereof to the Owner Trustee, the Owner Participant Participant, the Lessee and the Lessee by facsimile, telex, telegraph or telephone (confirmed by written notice in the manner provided by Section 10.06 hereof), and to each Note Holder by first-class mailNoteholders. Subject to the terms of Sections 2.12, 4.03, 4.044.04(a), 4.08, 4.09, 5.03, 5.10 5.03 and 10.05 hereof and of this Section 5.015.09, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any such Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by a the Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section Sections 4.03, 4.04(a), 4.08, 5.03 hereofand 5.09, if the Indenture Trustee shall not have received instructions as above provided within 20 twenty (20) calendar days after mailing receipt of notice of such Indenture Default or Indenture Event of Default to by the Note HoldersNoteholders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to any such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Note Holders Noteholders and shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of its such person's own affairs; provided -------- that the Indenture Trustee may not sell the Aircraft Airframe or any part thereof Engine without the consent of a the Majority in Interest of Note HoldersNoteholders. In the event the Indenture Trustee shall at any time elect commence to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify, to notify the extent (in the case of any such party) not stayed or otherwise prohibited by applicable lawNoteholders, the Owner Participant, the Note HoldersTrustee, the Owner Trustee Participant and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer a Responsible Officer in the its Corporate Trust OfficeDepartment, in the case of the Indenture Trustee, or its Corporate Trust Administration DepartmentAdministration, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of an any Indenture Default, any Default or any Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Basic Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture Default for purposes of the first sentence of this Section 5.01Default) unless notified in writing by the Lessee, the Owner Trustee or one or more Note Holders orNoteholders. This Section 5.01, in however, is subject to the case condition that, if at any time after the principal of the Owner TrusteeEquipment Notes shall have become due and payable pursuant to Section 4.04(b) or (c) and before any judgment or decree for the payment of the money so due, or any thereof, shall be entered, all overdue payments of interest upon the Equipment Notes and all other amounts payable under the Equipment Notes (except the principal of the Equipment Notes which by such declaration shall have become payable) shall have been duly paid, and every other Indenture Default and Indenture Event of Default with respect to any covenant or provision of this Indenture shall have been cured, then and in every such case a Majority in Interest of Noteholders may (but shall not be obligated to), by written instrument filed with the Indenture Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent Indenture Default or Indenture Event of Default or impair any right consequent thereon.

Notice of Indenture Event of Default. In the event the Indenture Trustee shall have knowledge of an Indenture Event of Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Rent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall give prompt notice thereof to the Owner Trustee, the Owner Participant and the Lessee by facsimile, telex, telegraph or telephone (confirmed by written notice in the manner provided by Section 10.06 hereof), and to each Note Holder by first-class mail. Subject to the terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 10.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03 hereof, if the Indenture Trustee shall not have received instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Note Holders and shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of its own affairs; provided that the Indenture Trustee may not sell the Aircraft Engine or any part thereof without the consent of a Majority in Interest of Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify, to the extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in the Corporate Trust Office, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of an Indenture Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute Trust Indenture knowledge of an Indenture Default for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Note Holders or, in the case of the Owner Trustee, by the Indenture Trustee.

Notice of Indenture Event of Default. In the event the Indenture Trustee shall have knowledge of an Indenture Event of Default, or shall have knowledge of an Indenture Default arising either from a failure to pay Rent or a Lease Default of the type referred to in the second sentence of Section 4.03, the Indenture Trustee shall give prompt notice thereof to the Owner Trustee, the Owner Participant and the Lessee by facsimile, telex, telegraph or telephone (confirmed by written notice in the manner provided by Section 10.06 hereof), and to each Note Holder by first-class mail. Subject to the Trust Indenture 71 - 66 - terms of Sections 2.12, 4.03, 4.04, 4.08, 4.09, 5.03, 5.10 and 10.05 hereof and of this Section 5.01, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any Indenture Event of Default or Indenture Default (including with respect to the exercise of any rights or remedies hereunder) as the Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03 hereof, if the Indenture Trustee shall not have received instructions as above provided within 20 calendar days after mailing notice of such Indenture Default or Indenture Event of Default to the Note Holders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to such Indenture Default or Indenture Event of Default as it shall determine to be advisable and in the best interests of the Note Holders and shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of its own affairs; provided that the Indenture Trustee may not sell the Aircraft or any part thereof without the consent of a Majority in Interest of Note Holders. In the event the Indenture Trustee shall at any time elect to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify, to the extent (in the case of any such party) not stayed or otherwise prohibited by applicable law, the Owner Participant, the Note Holders, the Owner Trustee and the Lessee. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in the Corporate Trust Office, in the case of the Indenture Trustee, or its Corporate Trust Administration Department, in the case of the Owner Trustee, the Indenture Trustee or the Owner Trustee, as the case may be, shall not be deemed to have knowledge of an Indenture Event of Default (except, in the case of the Indenture Trustee, the failure of the Lessee to pay any installment of Rent when due, if any portion of such installment was then required to be paid to the Indenture Trustee, which failure shall constitute knowledge of an Indenture Default for purposes of the first sentence of this Section 5.01) unless notified in writing by the Lessee, the Owner Trustee or one or more Note Holders or, in the case of the Owner Trustee, by the Indenture Trustee.