Common use of Notice of Event of Default Clause in Contracts

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rent, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and 5.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rentany installment of principal and interest on any Equipment Note, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.135.06, 4.03, 4.04, 4.08, 5.02 6.02 and 5.03 6.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.036.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.016.01, 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, Mortgagee shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee Owner to pay any installment of Basic Rent principal or interest within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rent, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and 5.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rentany installment of principal and interest on any Equipment Note, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.135.06, 4.03, 4.04, 4.08, 5.02 6.02 and 5.03 6.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.036.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.016.01, 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, Mortgagee shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee Owner to pay any installment of Basic Rent principal or interest within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

Notice of Event of Default. If the Mortgagee Indenture Trustee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rent, the Mortgagee Indenture Trustee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, Lessee and each Note Holder. Subject to the terms of Sections 2.132.14, 4.03, 4.04, 4.08, 5.02 and 5.03 hereof, the Mortgagee Indenture Trustee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03, if the Mortgagee Indenture Trustee shall not have received instructions as above provided within 20 twenty (20) days after mailing notice of such Event of Default to the Note Holders, the Mortgagee 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDED. If the Indenture Trustee shall at any time declare the Lease to be in default pursuant to Section 15 thereof or shall elect to foreclose or otherwise enforce this Trust Indenture, HOWEVERthe Indenture Trustee shall forthwith notify the Owner Participant, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders, the Owner Trustee and Lessee. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the MortgageeIndenture Trustee, the Owner Trustee or the Owner Participant, the MortgageeIndenture Trustee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the MortgageeIndenture Trustee, the failure of Lessee to pay any installment of Basic Rent within one (1) Business Day after the same shall become due, if any portion of such installment was then required to be paid to the MortgageeIndenture Trustee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

Notice of Event of Default. If the Mortgagee Owner Trustee shall have Actual Knowledge knowledge of an a Lease Event of Default or an Indenture Event of Default (or an event which with the passage of time or the giving of notice or both would constitute a Lease Event of Default arising from a failure to pay Rent, or an Indenture Event of Default) the Mortgagee Owner Trustee shall give prompt written notice thereof to the Owner TrusteeParticipant prompt telephonic or telecopy notice thereof followed by prompt confirmation thereof by certified mail, postage prepaid, provided that (i) in the case of an event which with the passage of time would constitute an Indenture Event of Default referred to in paragraph (c) of Section 4.02 of the Trust Indenture, such notice shall in no event be furnished later than ten (10) days after the Owner ParticipantTrustee shall first have knowledge of such event and (ii) in the case of a misrepresentation by the Owner Trustee which with the passage of time would constitute an Indenture Event of Default referred to in paragraph (d) of Section 4.02 of the Trust Indenture, Lessee, and each Note Holdersuch notice shall in no event be furnished later than ten (10) days after the Owner Trustee shall first have knowledge of such event. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and Section 5.03 hereof, the Mortgagee Owner Trustee shall take such action, action or shall refrain from taking such action, not inconsistent with the provisions of the Trust Indenture, with respect to such Lease Event of Default, Indenture Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) other event as the Mortgagee Owner Trustee shall be instructed directed in writing by a Majority in Interest of Note Holdersthe Owner Participant. Subject to If the provisions of Section 5.03, if the Mortgagee Owner Trustee shall not have received instructions as above provided within 20 twenty (20) days after the mailing notice of such Event of Default notice to the Note HoldersOwner Participant, the Mortgagee may, subject to instructions thereafter received pursuant to Owner Trustee until instructed otherwise in accordance with the preceding provisions of this Section 5.01, take such action, or refrain from taking such actionsentence may, but shall be under no duty to to, take or refrain from taking any action, such action with respect to such Lease Event of Default, Indenture Event of Default or Default other event, not inconsistent with the provisions of the Trust Indenture, as it shall determine deem advisable in the best interests of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note HoldersOwner Participant. For all purposes of this Trust IndentureAgreement, the Lease and the other Operative Documents, in the absence of Actual Knowledge on actual knowledge by an officer of FSB in the part of the MortgageeCorporate Trust Department, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or Lease Event of Default, an Indenture Event of Default (except, or other event referred to in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) this Section 5.01 unless notified in writing by Lessee, the Owner Indenture Trustee, the Owner Participant or one or more Note HoldersLessee.

Notice of Event of Default. If the Mortgagee Indenture Trustee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rentany installment of principal and interest on any Equipment Note, the Mortgagee Indenture Trustee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.135.06, 4.03, 4.04, 4.08, 5.02 6.02 and 5.03 6.03 hereof, the Mortgagee Indenture Trustee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.036.03, if the Mortgagee Indenture Trustee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.016.01, 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee Indenture Trustee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the MortgageeIndenture Trustee, the Owner Indenture Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee the Owner to pay any installment of Basic Rent principal or interest within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge Loan Trustee has actual knowledge of an Event of Default or of a Default default arising from a failure by Company to pay Rentwhen due any payment of principal amount, the Mortgagee interest on, or Make-Whole Amount, if any, due and payable under any Equipment Note, Loan Trustee shall promptly give prompt written notice thereof to the Owner TrusteeCompany, the Owner Participant, Lessee, each Liquidity Provider and each Note HolderNoteholder. Subject to the terms of Sections 2.134.02, 4.03, 4.04, 4.084.05, 5.02 and 5.03 hereof5.03, the Mortgagee Loan Trustee shall take such action, or refrain from taking such action, with respect to such default or Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be Loan Trustee is instructed in writing by a Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section 5.03, if the Mortgagee shall Loan Trustee does not have received receive instructions as above provided within 20 days Business Days after mailing giving notice of such default or Event of Default to the Note HoldersNoteholders, the Mortgagee 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 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. In acting pursuant to the immediately preceding sentence, with respect to such Event Loan Trustee shall use the same degree of Default or Default care and skill in connection therewith as it shall determine advisable a prudent person would use under the circumstances in the best interests conduct of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee his or her own affairs. Loan Trustee may not sell the Aircraft Airframe or any Engine without the consent of a Majority in Interest of Note HoldersNoteholders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgageeactual knowledge, the Owner Loan Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Company or one or more Note HoldersNoteholders; and “actual knowledge” (as used in the foregoing clause) of Loan Trustee shall mean actual knowledge of a Trust Officer of Loan Trustee; provided that Loan Trustee is deemed to have actual knowledge of (i) the failure of Company to pay any principal amount of, or interest on, the Equipment Notes directly to Loan Trustee when the same shall become due or (ii) the failure of Company to maintain insurance as required under Section 7.06 if Loan Trustee receives written notice thereof from an insurer or insurance broker.

Notice of Event of Default. If the Mortgagee Indenture Trustee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rentany payment of Principal Amount of, interest on, Make-Whole Amount, if any, due and payable under any Secured Certificates, the Mortgagee Indenture Trustee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Certificate Holder. Subject to the terms of Sections 2.134.02, 4.03, 4.04, 4.084.06, 5.02 and 5.03 hereof, the Mortgagee Indenture Trustee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Certificate Holders. Subject to the provisions of Section 5.03, if the Mortgagee Indenture Trustee shall not have received instructions as above provided within 20 twenty (20) days after mailing notice of such Event of Default to the Note Holders, Certificate Holders the Mortgagee 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Certificate Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee Indenture Trustee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Certificate Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the MortgageeIndenture Trustee, the Owner Indenture Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, except the failure of Lessee the Owner to pay any installment payment of Basic Rent Principal Amount or interest within one (1) Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Certificate Holders.

Notice of Event of Default. If the Mortgagee Indenture Trustee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rent, the Mortgagee Indenture Trustee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Certificate Holder. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and 5.03 hereof, the Mortgagee Indenture Trustee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Certificate Holders. Subject to the provisions of Section 5.03, if the Mortgagee Indenture Trustee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Certificate Holders, the Mortgagee 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Certificate Holders; PROVIDED. If the Indenture Trustee shall at any time declare the Lease to be in default pursuant to Section 15 thereof or shall elect to foreclose or otherwise enforce this Trust Indenture, HOWEVERthe Indenture Trustee shall forthwith notify the Owner Participant, that the Mortgagee may not sell Certificate Holders, the Aircraft or any Engine without the consent of a Majority in Interest of Note HoldersOwner Trustee and Lessee. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee-42- Indenture Trustee, the Owner Trustee or the Owner Participant, the MortgageeIndenture Trustee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the MortgageeIndenture Trustee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the MortgageeIndenture Trustee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Certificate Holders.

Notice of Event of Default. If the Mortgagee Owner Trustee shall have Actual Knowledge knowledge of an a Lease Event of Default or an Indenture Event of Default (or a Lease Default arising from a failure to pay Rent, or an event which with the Mortgagee passage of time or the giving of notice or both would constitute an Indenture Event of Default) the Owner Trustee shall give prompt written notice thereof to the Owner TrusteeParticipant prompt telephonic or telecopy notice thereof which shall set forth in reasonable detail the facts and circumstances known to it followed by prompt confirmation thereof by certified mail, postage prepaid, provided that (i) in the case of an event which, with the passage of time would constitute an Indenture Event of Default referred to in paragraph (c) of Section 4.02 of the Trust Indenture, such notice shall in no event be furnished later within five (5) days after the Owner ParticipantTrustee shall first have knowledge of such event and (ii) in the case of a misrepresentation by the Owner Trustee which with the passage of time would constitute an Indenture Event of Default referred to in paragraph (d) of Section 4.02 of the Trust Indenture, Lessee, and each Note Holdersuch notice shall in no event be furnished later than five (5) days after the Owner Trustee shall first have knowledge of such event. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and Section 5.03 hereof, the Mortgagee Owner Trustee shall take such action, action or shall refrain from taking such action, not inconsistent with the provisions of the Trust Indenture, with respect to such Lease Event of Default, Indenture Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) other event as the Mortgagee Owner Trustee shall be instructed directed in writing by a Majority in Interest of Note Holdersthe Owner Participant. Subject to If the provisions of Section 5.03, if the Mortgagee Owner Trustee shall not have received instructions as above provided within 20 twenty (20) days after the mailing notice of such Event of Default notice to the Note HoldersOwner Participant, the Mortgagee may, subject to instructions thereafter received pursuant to Owner Trustee until instructed otherwise in accordance with the preceding provisions of this Section 5.01, take such action, or refrain from taking such actionsentence may, but shall be under no duty to to, take or refrain from taking any action, such action with respect to such Lease Event of Default, Indenture Event of Default or Default other event, not inconsistent with the provisions of the Trust Indenture, as it shall determine deem advisable in the best interests of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note HoldersOwner Participant. For all purposes of this Trust IndentureAgreement, the Lease and the other Operative Documents, in the absence of Actual Knowledge on actual knowledge by an officer of FSB in the part of the MortgageeCorporate Trust Department, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or Lease Event of Default, an Indenture Event of Default (except, or other event referred to in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) this Section 5.01 unless notified in writing by Lessee, the Owner Indenture Trustee, the Owner Participant or one or more Note HoldersLessee.

Notice of Event of Default. If the Mortgagee Indenture Trustee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rent, the Mortgagee Indenture Trustee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Certificate Holder. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and 5.03 hereof, the Mortgagee Indenture Trustee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Certificate Holders. Subject to the provisions of Section 5.03, if the Mortgagee Indenture Trustee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Certificate Holders, the Mortgagee 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Certificate Holders; PROVIDED. If the Indenture Trustee shall at any time declare the Lease to be in default pursuant to Section 15 thereof or shall elect to foreclose or otherwise enforce this Trust Indenture, HOWEVERthe Indenture Trustee shall forthwith notify the Owner Participant, that the Mortgagee may not sell Certificate Holders, the Aircraft or any Engine without the consent of a Majority in Interest of Note HoldersOwner Trustee and Lessee. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the MortgageeIndenture Trustee, the Owner Trustee or the Owner Participant, the MortgageeIndenture Trustee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the MortgageeIndenture Trustee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the MortgageeIndenture Trustee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Certificate Holders.

Notice of Event of Default. If the Mortgagee Loan Trustee shall have Actual Knowledge knowledge of an Event of Default or of a Default default arising from a failure by the Company to pay Rentwhen due any payment of principal amount, interest or Make-Whole Amount, if any, due and payable under any Equipment Note, the Mortgagee Loan Trustee shall promptly give prompt written notice thereof to the Owner TrusteeCompany and each Noteholder by telegram, cable, facsimile or telephone (to be promptly confirmed in writing); provided, however, that except in the case of a default in the payment of the principal amount, interest or Make-Whole Amount, if any, due and payable under any Equipment Note, the Owner Participant, Lessee, Loan Trustee shall be protected in withholding the notice to the Noteholders required in the foregoing part of this sentence if and each Note Holderso long as the executive committee or trust committee of directors of the Loan Trustee and/or trust officers thereof in good faith determine that withholding such notice is in the interest of the Noteholders. Subject to the terms of Sections 2.134.02, 4.03, 4.04, 4.084.05, 5.02 and 5.03 hereof5.03, the Mortgagee Loan Trustee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Loan Trustee shall be instructed in writing by a Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section 5.03, if the Mortgagee Loan Trustee shall not have received instructions as above provided within 20 days Business Days after mailing giving notice of such Event of Default to the Note HoldersNoteholders, the Mortgagee 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 action, but shall be under no duty to take or refrain from taking any action, with respect to such Event of Default or Default as it shall reasonably determine to be advisable in the best interests of the Note HoldersNoteholders and shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of his or her own affairs; PROVIDED, HOWEVER, provided that the Mortgagee Loan Trustee may not sell the Aircraft Airframe or any Engine without the consent of a Majority in Interest of Note HoldersNoteholders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgageeactual knowledge, the Owner Loan Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Company or one or more Note HoldersNoteholders; and "actual knowledge" (as used in the foregoing clause) of the Loan Trustee shall mean actual knowledge of an officer in the Corporate Trust Division of the Loan Trustee; provided, however, that the Loan Trustee shall be deemed to have actual knowledge of (i) the failure of the Company to pay any principal amount of, or interest on, the Equipment Notes directly to the Loan Trustee when the same shall become due or (ii) the failure of the Company to maintain insurance as required under Section 7.06 if the Loan Trustee receives written notice thereof from an insurer or insurance broker.

Notice of Event of Default. If the Mortgagee Loan Trustee shall have Actual Knowledge knowledge of an Event of Default or of a Default default arising from a failure by the Company to pay Rentwhen due any payment of principal amount, interest, or Make-Whole Amount, if any, due and payable under any Equipment Note, the Mortgagee Loan Trustee shall promptly give prompt written notice thereof to the Owner TrusteeCompany, the Owner Participant, Lessee, each Liquidity Provider and each Note HolderNoteholder by telegram, cable, facsimile or telephone (to be promptly confirmed in writing). Subject to the terms of Sections 2.13Section 4.02, 4.03Section 4.05, 4.04, 4.08, Section 5.02 and 5.03 hereofSection 5.03, the Mortgagee Loan Trustee shall take such action, or refrain from taking such action, with respect to such default or Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Loan Trustee shall be instructed in writing by a Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section 5.03, if the Mortgagee Loan Trustee shall not have received instructions as above provided within 20 days Business Days after mailing giving notice of such default or Event of Default to the Note HoldersNoteholders, the Mortgagee 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 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 Event . The Loan Trustee shall use the same degree of Default or Default care and skill in connection therewith as it shall determine advisable a prudent person would use under the circumstances in the best interests conduct of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee his or her own affairs. The Loan Trustee may not sell the Aircraft Airframe or any Engine without the consent of a Majority in Interest of Note HoldersNoteholders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgageeactual knowledge, the Owner Loan Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Company or one or more Note HoldersNoteholders; and “actual knowledge” (as used in the 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 Company to pay any principal amount of, or interest on, the Equipment Notes directly to the Loan Trustee when the same shall become due or (ii) the failure of the Company to maintain insurance as required under Section 7.06 if the Loan Trustee receives written notice thereof from an insurer or insurance broker.

Notice of Event of Default. If the Mortgagee Indenture Trustee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rent, the Mortgagee Indenture Trustee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Certificate Holder. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and 5.03 hereof, the Mortgagee Indenture Trustee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Certificate Holders. Subject to the provisions of Section 5.03, if the Mortgagee Indenture Trustee shall not have received instructions as above provided within 20 twenty (20) days after mailing notice of such Event of Default to the Note Certificate Holders, the Mortgagee 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Certificate Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee Indenture Trustee may not sell the Aircraft or any Engine without the consent of a Majority majority in Interest interest of Note Certificate Holders. If the Indenture Trustee shall at any time declare the Lease to be in default pursuant to Section 15 thereof or shall elect to foreclose or otherwise enforce this Trust Indenture, the Indenture Trustee shall forthwith notify the Owner Participant, the Certificate Holders, the Owner Trustee and Lessee. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the MortgageeIndenture Trustee, the Owner Trustee or the Owner Participant, the MortgageeIndenture Trustee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the MortgageeIndenture Trustee, the failure of Lessee to pay any installment of Basic Rent within one (1) Business Day after the same shall become due, if any portion of such installment was then required to be paid to the MortgageeIndenture Trustee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Certificate Holders.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge of an any Event of Default or of a Default arising from a failure to pay RentDefault, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note HolderHolder and to the Policy Provider. Subject to the terms of Sections 2.135.02, 4.035.06, 4.04, 4.08, 5.02 6.02 and 5.03 6.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.036.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default or Default to the Note Holders, the Mortgagee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.016.01, 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, Mortgagee shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee Owner to pay any installment of Basic Rent principal or interest within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge Loan Trustee has knowledge of an Event of Default or of a Default default arising from a failure by Company to pay Rentwhen due any payment of principal amount, the Mortgagee interest on, or Make-Whole Amount, if any, due and payable under any Equipment Note, Loan Trustee shall promptly give prompt written notice thereof to the Owner TrusteeCompany, the Owner Participant, Lessee, each Liquidity Provider and each Note HolderNoteholder. Subject to the terms of Sections 2.134.02, 4.03, 4.04, 4.084.05, 5.02 and 5.03 hereof5.03, the Mortgagee Loan Trustee shall take such action, or refrain from taking such action, with respect to such default or Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be Loan Trustee is instructed in writing by a Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section 5.03, if the Mortgagee shall Loan Trustee does not have received receive instructions as above provided within 20 days Business Days after mailing giving notice of such default or Event of Default to the Note HoldersNoteholders, the Mortgagee 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 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 Event . It shall use the same degree of Default or Default care and skill in connection therewith as it shall determine advisable a prudent person would use under the circumstances in the best interests conduct of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee his or her own affairs. Loan Trustee may not sell the Aircraft Airframe or any Engine without the consent of a Majority in Interest of Note HoldersNoteholders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgageeactual knowledge, the Owner Loan Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Company or one or more Note HoldersNoteholders; and “actual knowledge” (as used in the foregoing clause) of Loan Trustee shall mean actual knowledge of an officer in the Corporate Trust Office of Loan Trustee; provided that Loan Trustee is deemed to have actual knowledge of (i) the failure of Company to pay any principal amount of, or interest on, the Equipment Notes directly to Loan Trustee when the same shall become due or (ii) the failure of Company to maintain insurance as required under Section 7.06 if Loan Trustee receives written notice thereof from an insurer or insurance broker.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge Loan Trustee has knowledge of an Event of Default or of a Default default arising from a failure by Company to pay Rentwhen due any payment of principal amount, the Mortgagee interest on, Break Amount, if any, or Make-Whole Amount, if any, due and payable under any Equipment Note, Loan Trustee shall promptly give prompt written notice thereof to the Owner TrusteeCompany, Policy Provider, the Owner Participant, Lessee, Primary Liquidity Provider and each Note HolderNoteholder. Subject to the terms of Sections 2.134.02, 4.03, 4.04, 4.084.05, 5.02 and 5.03 hereof5.03, the Mortgagee Loan Trustee shall take such action, or refrain from taking such action, with respect to such default or Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be Loan Trustee is instructed in writing by a Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section 5.03, if the Mortgagee shall Loan Trustee does not have received receive instructions as above provided within 20 days Business Days after mailing giving notice of such default or Event of Default to the Note HoldersNoteholders, the Mortgagee 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 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 Event . It shall use the same degree of Default or Default care and skill in connection therewith as it shall determine advisable a prudent person would use under the circumstances in the best interests conduct of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee his or her own affairs. Loan Trustee may not sell the Aircraft Airframe or any Engine without the consent of a Majority in Interest of Note HoldersNoteholders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgageeactual knowledge, the Owner Loan Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Company or one or more Note HoldersNoteholders; and "actual knowledge" (as used in the foregoing clause) of Loan Trustee shall mean actual knowledge of an officer in the Corporate Trust Division of Loan Trustee; provided, however, that Loan Trustee is deemed to have actual knowledge of (i) the failure of Company to pay any principal amount of, or interest on, the Equipment Notes directly to Loan Trustee when the same shall become due or (ii) the failure of Company to maintain insurance as required under Section 7.06 if Loan Trustee receives written notice thereof from an insurer or insurance broker.

Notice of Event of Default. If the Mortgagee Indenture Trustee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rent, the Mortgagee Indenture Trustee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Certificate Holder. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and 5.03 hereof, the Mortgagee Indenture Trustee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Certificate Holders. Subject to the provisions of Section 5.03, if the Mortgagee Indenture Trustee shall not have received instructions as above provided within 20 twenty (20) days after mailing notice of such Event of Default to the Note Certificate Holders, the Mortgagee 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Certificate Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee Indenture Trustee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Certificate Holders. If the Indenture Trustee shall at any time declare the Lease to be in default pursuant to Section 15 thereof or shall elect to foreclose or otherwise enforce this Trust Indenture, the Indenture Trustee shall forthwith notify the Owner Participant, the Certificate Holders, the Owner Trustee and Lessee. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the MortgageeIndenture Trustee, the Owner Trustee or the Owner Participant, the MortgageeIndenture Trustee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the MortgageeIndenture Trustee, the failure of Lessee to pay any installment of Basic Rent within one (1) Business Day after the same shall become due, if any portion of such installment was then required to be paid to the MortgageeIndenture Trustee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Certificate Holders.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge Loan Trustee has actual knowledge of an Event of Default or of a Default default arising from a failure by Company to pay Rentwhen due any payment of principal amount, the Mortgagee interest on, or Make-Whole Amount, if any, due and payable under any Equipment Note, Loan Trustee shall promptly give prompt written notice thereof to the Owner TrusteeCompany, the Owner Participant, Lessee, Liquidity Provider and each Note HolderNoteholder. Subject to the terms of Sections 2.13‎4.02, 4.03‎4.05, 4.04‎5.02 and ‎5.03, 4.08, 5.02 and 5.03 hereof, the Mortgagee Loan Trustee shall take such action, or refrain from taking such action, with respect to such default or Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be Loan Trustee is instructed in writing by a Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section ‎Section 5.03, if the Mortgagee shall Loan Trustee does not have received receive instructions as above provided within 20 days Business Days after mailing giving notice of such default or Event of Default to the Note HoldersNoteholders, the Mortgagee Loan Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section ‎Section 5.01, take such action, or refrain from taking such actionaction with respect to such default or 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. In acting pursuant to the immediately preceding sentence, with respect to such Event Loan Trustee shall use the same degree of Default or Default care and skill in connection therewith as it shall determine advisable a prudent person would use under the circumstances in the best interests conduct of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee his or her own affairs. Loan Trustee may not sell the Aircraft Airframe or any Engine without the consent of a Majority in Interest of Note HoldersNoteholders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgageeactual knowledge, the Owner Loan Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Company or one or more Note HoldersNoteholders; and “actual knowledge” (as used in the foregoing clause) of Loan Trustee shall mean actual knowledge of a Trust Officer of Loan Trustee; provided that Loan Trustee is deemed to have actual knowledge of (i) the failure of Company to pay any principal amount of, or interest on, the Equipment Notes directly to Loan Trustee when the same shall become due or (ii) the failure of Company to maintain insurance as required under ‎Section 7.06 if Loan Trustee receives written notice thereof from an insurer or insurance broker.

Notice of Event of Default. If (a) In the Mortgagee event the Indenture Trustee shall have Actual Knowledge actual knowledge of an Event of Default or of a Default arising from a failure to pay Rentprincipal or interest, the Mortgagee Indenture Trustee shall forthwith give prompt written facsimile notice thereof to the Owner Trustee, Borrower and the Owner Participant, Lessee, and each Note HolderCertificate Holders (promptly confirmed by mail to such Persons). Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 9.04 and 5.03 hereof10.03, the Mortgagee Indenture Trustee shall take such action, or refrain from taking such action, with respect to any such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Indenture Trustee shall be instructed in writing by a the Majority in Interest of Note Certificate Holders. Subject to the provisions of Section 5.0310.03, if the Mortgagee Indenture Trustee shall not have received instructions as above provided within 20 calendar days after mailing giving notice of such Event of Default to the Note Certificate Holders, the Mortgagee Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.0110.01, 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 Event of Default or Default as it shall determine advisable in the best interests of the Note HoldersCertificate 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 such person’s own affairs; PROVIDED, HOWEVER, provided that the Mortgagee Indenture Trustee may not sell the Aircraft Airframe or any Engine without the consent of a the Majority in Interest of Note Certificate Holders. In the event the Indenture Trustee shall at any time commence to foreclose or otherwise enforce this Indenture, the Indenture Trustee shall forthwith notify the Certificate Holders and the Borrower. For all purposes of this Trust Indenture, in the absence of Actual Knowledge actual knowledge on the part of the Mortgageea responsible officer in its Corporate Trust Department, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may beIndenture Trustee, shall not be deemed to have knowledge of a Default any Default, or an any Event of Default (except, in the case of the Mortgagee, except the failure of Lessee the Borrower to pay any installment of Basic Rent within one Business Day after the same shall become principal and interest when due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Borrower or one or more Note Certificate Holders. This Section 10.01, however, is subject to the condition that, if at any time after the principal of the Certificates shall have become due and payable pursuant to Article IX 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 Default and 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 Default or Event of Default or impair any right consequent thereon.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge Loan Trustee has knowledge of an Event of Default or of a Default default arising from a failure by the Company to pay Rentwhen due any payment of principal amount, interest or Make-Whole Amount, if any, due and payable under any Equipment Note, the Mortgagee Loan Trustee shall promptly give prompt written notice thereof to the Owner TrusteeCompany and each Noteholder; provided, however, that except in the case of a default in the payment of the principal amount, interest or Make-Whole Amount, if any, due and payable under any Equipment Note, the Owner Participant, Lessee, Loan Trustee shall be protected in withholding the notice to the Noteholders required in the foregoing part of this sentence if and each Note Holderso long as the executive committee or trust committee of directors of the Loan Trustee and/or trust officers thereof in good faith determine that withholding such notice is in the interest of the Noteholders. Subject to the terms of Sections 2.134.02, 4.03, 4.04, 4.084.05, 5.02 and 5.03 hereof5.03, the Mortgagee Loan Trustee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be Loan Trustee is instructed in writing by a Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section 5.03, if the Mortgagee shall Loan Trustee does not have received receive instructions as above provided within 20 days Business Days after mailing giving notice of such Event of Default to the Note HoldersNoteholders, the Mortgagee 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 Event of Default as it reasonably determines to be advisable 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 Event . It shall use the same degree of Default or Default care and skill in connection therewith as it shall determine advisable a prudent person would use under the circumstances in the best interests conduct of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee his or her own affairs. The Loan Trustee may not sell the Aircraft Airframe or any Engine without the consent of a Majority in Interest of Note HoldersNoteholders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgageeactual knowledge, the Owner Loan Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Company or one or more Note HoldersNoteholders; and "actual knowledge" (as used in the foregoing clause) of the Loan Trustee shall mean actual knowledge of an officer in the Corporate Trust Division of the Loan Trustee; provided, however, that the Loan Trustee is deemed to have actual knowledge of (i) the failure of the Company to pay any principal amount of, or interest on, the Equipment Notes directly to the Loan Trustee when the same shall become due or (ii) the failure of the Company to maintain insurance as required under Section 7.06 if the Loan Trustee receives written notice thereof from an insurer or insurance broker.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge Loan Trustee has knowledge of an Event of Default or of a Default default arising from a failure by Company to pay Rentwhen due any payment of principal amount, the Mortgagee interest on, or Make-Whole Amount, if any, due and payable under any Equipment Note, Loan Trustee shall promptly give prompt written notice thereof to the Owner TrusteeCompany, the Owner Participant, Lessee, each Liquidity Provider and each Note HolderNoteholder. Subject to the terms of Sections 2.134.02, 4.03, 4.04, 4.084.05, 5.02 and 5.03 hereof5.03, the Mortgagee Loan Trustee shall take such action, or refrain from taking such action, with respect to such default or Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be Loan Trustee is instructed in writing by a Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section 5.03, if the Mortgagee shall Loan Trustee does not have received receive instructions as above provided within 20 days Business Days after mailing giving notice of such default or Event of Default to the Note HoldersNoteholders, the Mortgagee 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 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 Event . Loan Trustee shall use the same degree of Default or Default care and skill in connection therewith as it shall determine advisable a prudent person would use under the circumstances in the best interests conduct of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee his or her own affairs. Loan Trustee may not sell the Aircraft Airframe or any Engine without the consent of a Majority in Interest of Note HoldersNoteholders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgageeactual knowledge, the Owner Loan Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Company or one or more Note HoldersNoteholders; and “actual knowledge” (as used in the foregoing clause) of Loan Trustee shall mean actual knowledge of an officer in the Corporate Trust Office of Loan Trustee; provided that Loan Trustee is deemed to have actual knowledge of (i) the failure of Company to pay any principal amount of, or interest on, the Equipment Notes directly to Loan Trustee when the same shall become due or (ii) the failure of Company to maintain insurance as required under Section 7.06 if Loan Trustee receives written notice thereof from an insurer or insurance broker.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge Loan Trustee has actual knowledge of an Event of Default or of a Default default arising from a failure by Company to pay Rentwhen due any payment of principal amount, the Mortgagee interest on, or Make-Whole Amount, if any, due and payable under any Equipment Note, Loan Trustee shall promptly give prompt written notice thereof to the Owner TrusteeCompany, the Owner Participant, Lessee, each Liquidity Provider and each Note HolderNoteholder. Subject to the terms of Sections 2.134.02, 4.03, 4.04, 4.084.05, 5.02 and 5.03 hereof5.03, the Mortgagee Loan Trustee shall take such action, or refrain from taking such action, with respect to such default or Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be Loan Trustee is instructed in writing by a Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section 5.03, if the Mortgagee shall Loan Trustee does not have received receive instructions as above provided within 20 days Business Days after mailing giving notice of such default or Event of Default to the Note HoldersNoteholders, the Mortgagee 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 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. In acting pursuant to the immediately preceding sentence, with respect to such Event Loan Trustee shall use the same degree of Default or Default care and skill in connection therewith as it shall determine advisable a prudent person would use under the circumstances in the best interests conduct of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee his or her own affairs. Loan Trustee may not sell the Aircraft Airframe or any Engine without the consent of a Majority in Interest of Note HoldersNoteholders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgageeactual knowledge, the Owner Loan Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Company or one or more Note HoldersNoteholders; and “actual knowledge” (as used in the foregoing clause) of Loan Trustee shall mean actual knowledge of an officer in the Corporate Trust Office of Loan Trustee; provided that Loan Trustee is deemed to Indenture and Security Agreement (2019-1 EETC) N976JT have actual knowledge of (i) the failure of Company to pay any principal amount of, or interest on, the Equipment Notes directly to Loan Trustee when the same shall become due or (ii) the failure of Company to maintain insurance as required under Section 7.06 if Loan Trustee receives written notice thereof from an insurer or insurance broker.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge Loan Trustee has knowledge of an Event of Default or of a Default default arising from a failure by Company to pay Rentwhen due any payment of principal amount, the Mortgagee interest or Make-Whole Amount, if any, due and payable under any Equipment Note, Loan Trustee shall promptly give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, Company and each Note HolderNoteholder; provided, however, that except in the case of a default in the payment of the principal amount, interest or Make-Whole Amount, if any, due and payable under any Equipment Note, Loan Trustee shall be protected in withholding the notice to Noteholders required in the foregoing part of this sentence if and so long as the executive committee or trust committee of directors of Loan Trustee and/or trust officers thereof in good faith determine that withholding such notice is in the interest of Noteholders. Subject to the terms of Sections 2.134.02, 4.03, 4.04, 4.084.05, 5.02 and 5.03 hereof5.03, the Mortgagee Loan Trustee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be Loan Trustee is instructed in writing by a Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section 5.03, if the Mortgagee shall Loan Trustee does not have received receive instructions as above provided within 20 days Business Days after mailing giving notice of such Event of Default to the Note HoldersNoteholders, the Mortgagee 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 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 Event . It shall use the same degree of Default or Default care and skill in connection therewith as it shall determine advisable a prudent person would use under the circumstances in the best interests conduct of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee his or her own affairs. Loan Trustee may not sell the Aircraft Airframe or any Engine without the consent of a Majority in Interest of Note HoldersNoteholders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgageeactual knowledge, the Owner Loan Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Company or one or more Note HoldersNoteholders; and "actual knowledge" (as used in the foregoing clause) of Loan Trustee shall mean actual knowledge of an officer in the Corporate Trust Division of Loan Trustee; provided, however, that Loan Trustee is deemed to have actual knowledge of (i) the failure of Company to pay any principal amount of, or interest on, the Equipment Notes directly to Loan Trustee when the same shall become due or (ii) the failure of Company to maintain insurance as required under Section 7.06 if Loan Trustee receives written notice thereof from an insurer or insurance broker.

Notice of Event of Default. If the Mortgagee Indenture Trustee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rentany installment of principal and interest on any Equipment Note, the Mortgagee Indenture Trustee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.135.06, 4.03, 4.04, 4.08, 5.02 6.02 and 5.03 6.03 hereof, the Mortgagee Indenture Trustee shall take such 49 action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.036.03, if the Mortgagee Indenture Trustee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.016.01, 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee Indenture Trustee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the MortgageeIndenture Trustee, the Owner Indenture Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee the Owner to pay any installment of Basic Rent principal or interest within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

Notice of Event of Default. If the Mortgagee Owner Trustee shall have Actual Knowledge knowledge of an a Lease Event of Default or Indenture Event of Default (or an event which with the passage of time or the giving of notice or both would constitute a Lease Event of Default arising from a failure to pay Rent, or an Indenture Event of Default) the Mortgagee Owner Trustee shall give prompt written notice thereof to the Owner TrusteeParticipant prompt telephonic or telecopy notice thereof followed by prompt confirmation thereof by certified mail, postage prepaid, provided that (i) in the case of an event which with the passage of time would constitute an Indenture Event of Default referred to in paragraph (c) of Section 4.02 of the Trust Indenture, such notice shall in no event be furnished later than ten (10) days after the Owner ParticipantTrustee shall first have knowledge of such event and (ii) in the case of a misrepresentation by the Owner Trustee which with the passage of time would constitute an Indenture Event of Default referred to in paragraph (d) of Section 4.02 of the Trust Indenture, Lessee, and each Note Holdersuch notice shall in no event be furnished later than ten (10) days after the Owner Trustee shall first have knowledge of such event. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and Section 5.03 hereof, the Mortgagee Owner Trustee shall take such action, action or shall refrain from taking such action, not inconsistent with the provisions of the Trust Indenture, with respect to such Lease Event of Default, Indenture Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) other event as the Mortgagee Owner Trustee shall be instructed directed in writing by a Majority in Interest of Note Holdersthe Owner Participant. Subject to If the provisions of Section 5.03, if the Mortgagee Owner Trustee shall not have received instructions as above provided within 20 twenty (20) days after the mailing notice of such Event of Default notice to the Note HoldersOwner Participant, the Mortgagee may, subject to instructions thereafter received pursuant to Owner Trustee until instructed otherwise in accordance with the preceding provisions of this Section 5.01, take such action, or refrain from taking such actionsentence may, but shall be under no duty to to, take or refrain from taking any action, such action with respect to such Lease Event of Default, Indenture Event of Default or Default other event, not inconsistent with the provisions of the Trust Indenture, as it shall determine deem advisable in the best interests of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note HoldersOwner Participant. For all purposes of this Trust IndentureAgreement, the Lease and the other Operative Documents, in the absence of Actual Knowledge on actual knowledge by an officer of FSB in the part of the MortgageeCorporate Trust Department, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Lease Event of Default, Indenture Event of Default (except, or other event referred to in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) this Section 5.01 unless notified in writing by Lessee, the Owner Indenture Trustee, the Owner Participant or one or more Note HoldersLessee.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rentany installment of principal and interest on any Equipment Note, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note HolderHolder and the Rating Agency. Subject to the terms of Sections 2.135.06, 4.03, 4.04, 4.08, 5.02 6.02 and 5.03 6.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.036.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.016.01, 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, Mortgagee shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee Owner to pay any installment of Basic Rent principal or interest within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge of an any Event of Default or of a Default arising from a failure to pay RentDefault, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.135.02, 4.035.06, 4.04, 4.08, 5.02 6.02 and 5.03 6.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.036.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.016.01, 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, Mortgagee shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee Owner to pay any installment of Basic Rent principal or interest within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

Notice of Event of Default. If the Mortgagee Owner Trustee shall have Actual Knowledge knowledge of an a Lease Event of Default or Indenture Event of Default (or an event which with the passage of time or the giving of notice or both would constitute a Lease Event of Default arising from a failure to pay Rentor an Indenture Event of Default), the Mortgagee Owner Trustee shall give prompt written notice thereof to the Owner TrusteeParticipant and Lessee prompt telephonic or facsimile notice thereof followed by prompt written confirmation thereof by certified mail, postage prepaid, provided, that (i) in the case of an event which with the passage of time would constitute an Indenture Event of Default referred to in paragraph (b) of Section 8.01 of the Trust Indenture, such notice shall in no event be furnished later than ten (10) days after the Owner ParticipantTrustee shall first have knowledge of such event and (ii) in the case of a misrepresentation by the Owner Trustee which with the passage of time would constitute an Indenture Event of Default referred to in paragraph (c) of Section 8.01 of the Trust Indenture, Lessee, and each Note Holdersuch notice shall in no event be TRUST AGREEMENT [N605SW] -5- 11 furnished later than ten (10) days after the Owner Trustee shall first have knowledge of such event. The notice shall set forth in reasonable detail the facts or circumstances known to it with respect to such Lease Event of Default or Indenture Event of Default. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and Section 5.03 hereof, the Mortgagee Owner Trustee shall take such action, action or shall refrain from taking such action, not inconsistent with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to Trust Indenture or the Note Holders, the Mortgagee 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 actionother Operative Agreements, with respect to such Lease Event of Default, Indenture Event of Default or Default other event as it the Owner Trustee shall determine advisable be directed in writing by the best interests of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note HoldersOwner Participant. For all purposes of this Trust IndentureAgreement, the Lease and the other Operative Agreements, in the absence of Actual Knowledge on the part actual knowledge by a responsible officer of the MortgageeTrust Office of the Owner Trustee in his or her capacity as such, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Lease Event of Default, Indenture Event of Default (except, or other event referred to in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) this Section 5.01 unless notified in writing thereof by Lessee, the Owner Indenture Trustee, the Owner Participant or one or more Note HoldersLessee.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge Loan Trustee has knowledge of an Event of Default or of a Default default arising from a failure by Company to pay Rentwhen due any payment of principal amount, the Mortgagee interest on, or Make-Whole Amount, if any, due and payable under any Equipment Note, Loan Trustee shall promptly give prompt written notice thereof to the Owner TrusteeCompany, the Owner Participant, Lessee, each Liquidity Provider and each Note HolderNoteholder. Subject to the terms of Sections 2.134.02, 4.03, 4.04, 4.084.05, 5.02 and 5.03 hereof5.03, the Mortgagee Loan Trustee shall take such action, or refrain from taking such action, with respect to such default or Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be Loan Trustee is instructed in writing by a Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section 5.03, if the Mortgagee shall Loan Trustee does not have received receive instructions as above provided within 20 days Business Days after mailing giving notice of such default or Event of Default to the Note HoldersNoteholders, the Mortgagee 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 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 Event . It shall use the same degree of Default or Default care and skill in connection therewith as it shall determine advisable a prudent person would use under the circumstances in the best interests conduct of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee his or her own affairs. Loan Trustee may not sell the Aircraft Airframe or any Engine without the consent of a Majority in Interest of Note HoldersNoteholders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgageeactual knowledge, the Owner Loan Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Company or one or more Note HoldersNoteholders; and “actual knowledge” (as used in the foregoing clause) of Loan Trustee shall mean actual knowledge of an officer in the Corporate Trust Division of Loan Trustee; provided that Loan Trustee is deemed to have actual knowledge of (i) the failure of Company to pay any principal amount of, or interest on, the Equipment Notes directly to Loan Trustee when the same shall become due or (ii) the failure of Company to maintain insurance as required under Section 7.06 if Loan Trustee receives written notice thereof from an insurer or insurance broker.

Notice of Event of Default. If the Mortgagee Owner Trustee shall have Actual Knowledge knowledge of an a Lease Event of Default or an Indenture Event of Default (or an event which with the passage of time or the giving of notice or both would constitute a Lease Event of Default or an Indenture Event of Default) Owner Trustee shall give to Owner Participant prompt telephonic or telecopy notice thereof followed by prompt confirmation thereof by certified mail, postage prepaid, provided that (i) in the case of an event which with the passage of time would constitute an Indenture Event of Default referred to in paragraph (c) of Section 4.02 of the Indenture, such notice shall in no event be furnished later than ten (10) days after Owner Trustee shall first have knowledge of such event and (ii) in the case of a misrepresentation by Owner Trustee which with the passage of time would constitute an Indenture Event of Default arising from a failure referred to pay Rentin paragraph (d) of Section 4.02 of the Indenture, the Mortgagee such notice shall give prompt written notice thereof to the in no event be furnished later than ten (10) days after Owner Trustee, the Owner Participant, Lessee, and each Note HolderTrustee shall first have knowledge of such event. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and Section 5.03 hereof, the Mortgagee Owner Trustee shall take such action, action or shall refrain from taking such action, not inconsistent with the provisions of the Indenture, with respect to such Lease Event of Default, Indenture Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) other event as the Mortgagee Owner Trustee shall be instructed directed in writing by a Majority in Interest of Note HoldersOwner Participant. Subject to the provisions of Section 5.03, if the Mortgagee If Owner Trustee shall not have received instructions as above provided within 20 twenty (20) days after the mailing notice of such Event of Default notice to the Note HoldersOwner Participant, the Mortgagee may, subject to instructions thereafter received pursuant to Owner Trustee until instructed otherwise in accordance with the preceding provisions of this Section 5.01, take such action, or refrain from taking such actionsentence may, but shall be under no duty to to, take or refrain from taking any action, such action with respect to such Lease Event of Default, Indenture Event of Default or Default other event, not inconsistent with the provisions of the Indenture, as it shall determine deem advisable in the best interests of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note HoldersOwner Participant. For all purposes of this Trust IndentureAgreement, the Lease and the other Operative Documents, in the absence of Actual Knowledge on actual knowledge by an officer of Wells Fargo in the part of the MortgageeCorporate Trust Department, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not shalx xxx be deemed to have knowledge of a Default or Lease Event of Default, an Indenture Event of Default (except, or other event referred to in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) this Section 5.01 unless notified in writing by Lessee, the Owner Loan Trustee, the Owner Participant or one or more Note HoldersLessee.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge Loan Trustee has knowledge of an Event of Default or of a Default default arising from a failure by the Company to pay Rentwhen due any payment of principal amount, interest on, or Make-Whole Amount, if any, due and payable under any Equipment Note, the Mortgagee Loan Trustee shall promptly give prompt written notice thereof to the Owner TrusteeCompany, the Owner Participant, Lessee, each Liquidity Provider and each Note HolderNoteholder. Subject to the terms of Sections 2.134.02, 4.03, 4.04, 4.084.05, 5.02 and 5.03 hereof5.03, the Mortgagee Loan Trustee shall take such action, or refrain from taking such action, with respect to such default or Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be Loan Trustee is instructed in writing by a Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section 5.03, if the Mortgagee shall Loan Trustee does not have received receive instructions as above provided within 20 days Business Days after mailing giving notice of such default or Event of Default to the Note HoldersNoteholders, the Mortgagee 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 Event of Default as it reasonably determines to be advisable 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 Event . The Loan Trustee shall use the same degree of Default or Default care and skill in connection therewith as it shall determine advisable a prudent person would use under the circumstances in the best interests conduct of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee his or her own affairs. The Loan Trustee may not sell the Aircraft Airframe or any Engine without the consent of a Majority in Interest of Note HoldersNoteholders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgageeactual knowledge, the Owner Loan Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Company or one or more Note HoldersNoteholders; and “actual knowledge” (as used in the foregoing clause) of the Loan Trustee shall mean actual knowledge of an [Reg. No.] officer in the Corporate Trust Office of the Loan Trustee; provided that the Loan Trustee is deemed to have actual knowledge of (i) the failure of the Company to pay any principal amount of, or interest on, the Equipment Notes directly to the Loan Trustee when the same shall become due or (ii) the failure of the Company to maintain insurance as required under Section 7.06 if the Loan Trustee receives written notice thereof from an insurer or insurance broker.

Notice of Event of Default. If the Mortgagee Loan Trustee shall have Actual Knowledge of an Event of Default or of a Mortgage Default arising from a failure to pay Rent, the Mortgagee Loan Trustee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.13(xx.xx.) 2.14, 4.03, 4.04, 4.08, 5.02 5.02, and 5.03 hereof5.03, the Mortgagee Loan Trustee shall take such action, or refrain from taking such action, with respect to such Event of Default or Mortgage Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Loan Trustee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section (ss.) 5.03, if the Mortgagee Loan Trustee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Mortgage Default to the Note Holders, the Mortgagee Loan Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 2002 EETC - Mortgage (LL) (11) 39 Mortgage N__TZ (ss.) 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 Event of Default or Mortgage Default as it shall determine advisable in the best interests of the Note Holders; PROVIDED. If Loan Trustee shall at any time declare the Lease to be in default pursuant to (ss.) 14 thereof or shall elect to foreclose or otherwise enforce this Mortgage, HOWEVERLoan Trustee shall forthwith notify Owner Participant, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders, Owner Trustee and Lessee. For all purposes of this Trust IndentureMortgage, in the absence of Actual Knowledge on the part of the MortgageeLoan Trustee, the Owner Trustee or the Owner Participant, the MortgageeLoan Trustee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Mortgage Default (except, in the case of the MortgageeLoan Trustee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the MortgageeLoan Trustee, which failure shall constitute knowledge of a Mortgage Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge of an any Event of Default or of a Default arising from a failure to pay RentDefault, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.135.02, 4.035.06, 4.04, 4.08, 5.02 6.02 and 5.03 6.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.036.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee may, subject to instructions thereafter received pursuant to the [Trust Indenture and Mortgage (NXXXUA)] preceding provisions of this Section 5.016.01, 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, Mortgagee shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee Owner to pay any installment of Basic Rent principal or interest within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rentany installment of principal and interest on any Equipment Note, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, Policy Provider and each Note Holder. Subject to the terms of Sections 2.135.06, 4.03, 4.04, 4.08, 5.02 6.02 and 5.03 6.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.036.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.016.01, 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee may not sell the Aircraft or any Engine Pledged Spare Parts without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, Mortgagee shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee Owner to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant principal or one or more Note Holders.interest

Notice of Event of Default. If the Mortgagee Indenture Trustee shall have Actual Knowledge of (i) an Event of Default or of a Default arising from a failure to pay Rentany payment of Principal Amount of, interest on, Make-Whole Amount, if any, due and payable under any Secured Certificates or (ii) a failure to pay any payment of principal amount of, interest on, Make-Whole Amount (as defined in any Related Trust Indenture), if any, due and payable under any Related Secured Certificates, the Mortgagee Indenture Trustee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Certificate Holder. Subject to the terms of Sections 2.134.02, 4.03, 4.04, 4.084.06, 5.02 and 5.03 hereof, the Mortgagee Indenture Trustee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Certificate Holders. Subject to the provisions of Section 5.03, if the Mortgagee Indenture Trustee shall not have received instructions as above provided within 20 twenty (20) days after mailing notice of such Event of Default to the Note Holders, Certificate Holders the Mortgagee 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Certificate Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee Indenture Trustee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Certificate Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the MortgageeIndenture Trustee, the Owner Indenture Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, except the failure of Lessee the Owner to pay any installment payment of Basic Rent Principal Amount or interest within one (1) Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Certificate Holders.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rentany installment of principal and interest on any Equipment Note, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.135.06, 4.03, 4.04, 4.08, 5.02 6.02 and 5.03 6.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.036.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.016.01, 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, Mortgagee shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, except the failure of Lessee Owner to pay any installment of Basic Rent principal or interest within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rentany installment of principal and interest on any Equipment Note, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.135.06, 4.03, 4.04, 4.08, 5.02 6.02 and 5.03 6.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.036.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.016.01, 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, Mortgagee shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee Owner to pay any installment of Basic Rent principal or interest within one TRUST INDENTURE 2013-1 BACK Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

Notice of Event of Default. If the Mortgagee Indenture Trustee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rentany payment of Principal Amount of, interest on, Make-Whole Amount, if any, due and payable under any Secured Certificates, the Mortgagee Indenture Trustee shall give prompt written notice thereof to the Owner TrusteeOwner, each Certificate Holder and Company's independent insurance broker who last provided the Owner Participant, Lessee, and each Note Holderreport required in Section 7.04(c) hereof. Subject to the terms of Sections 2.134.02, 4.03, 4.04, 4.084.06, 5.02 and 5.03 hereof, the Mortgagee Indenture Trustee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Certificate Holders. Subject to the provisions of Section 5.03, if the Mortgagee Indenture Trustee shall not have received instructions as above provided within 20 twenty (20) days after mailing notice of such Event of Default to the Note Holders, Certificate Holders the Mortgagee 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Certificate Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee Indenture Trustee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Certificate Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the MortgageeIndenture Trustee, the Owner Indenture Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, except the failure of Lessee the Owner to pay any installment payment of Basic Rent Principal Amount or interest within one (1) Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Certificate Holders.

Notice of Event of Default. If the Mortgagee Loan Trustee shall have Actual Knowledge knowledge of an Event of Default or of a Default default arising from a failure by the Company to pay Rentwhen due any payment of principal amount of, interest on, or Break Amount, Prepayment Premium or Make-Whole Amount, if any, with respect to, any Equipment Note, the Mortgagee Loan Trustee shall promptly give prompt written notice thereof to the Owner TrusteeCompany and each Noteholder by telegram, cable, facsimile or telephone (to be promptly confirmed in writing); provided, however, that except in the case of a default in the payment of the principal amount, interest or Break Amount, Prepayment Premium or Make-Whole Amount, if any, due and payable under any Equipment Note, the Owner Participant, Lessee, Loan Trustee shall be protected in withholding the notice to the Noteholders required in the foregoing part of this sentence if and each Note Holderso long as the executive committee or trust committee of directors of the Loan Trustee and/or trust officers thereof in good faith determine that withholding such notice is in the interest of the Noteholders. Subject to the terms of Sections 2.134.02, 4.03, 4.04, 4.084.05, 5.02 and 5.03 hereof5.03, the Mortgagee Loan Trustee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Loan Trustee shall be instructed in writing by a Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section 5.03, if the Mortgagee Loan Trustee shall not have received instructions as above provided within 20 days Business Days after mailing giving notice of such Event of Default to the Note HoldersNoteholders, the Mortgagee 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 action, but shall be under no duty to take or refrain from taking any action, with respect to such Event of Default or Default as it shall reasonably determine to be advisable in the best interests of the Note HoldersNoteholders and shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of his or her own affairs; PROVIDED, HOWEVER, provided that the Mortgagee Loan Trustee may not sell the Aircraft Airframe or any Engine without the consent of a Majority in Interest of Note HoldersNoteholders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgageeactual knowledge, the Owner Loan Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Company or one or more Note HoldersNoteholders; and "actual knowledge" (as used in the foregoing clause) of the Loan Trustee shall mean actual knowledge of an officer in the Corporate Trust Division of the Loan Trustee; provided, however, that the Loan Trustee shall be deemed to have actual knowledge of (i) the failure of the Company to pay any principal amount of, or interest on, the Equipment Notes directly to the Loan Trustee when the same shall become due or (ii) the failure of the Company to maintain insurance as required under Section 7.06 if the Loan Trustee receives written notice thereof from an insurer or insurance broker.

Notice of Event of Default. If the Mortgagee Owner Trustee shall have Actual Knowledge knowledge of an Indenture Event of Default (or an event which with the passage of time or the giving of notice or both would constitute an Indenture Event of Default) the Owner Trustee shall give to the Trustor prompt telephonic or telecopy notice thereof followed by prompt confirmation thereof by certified mail, postage prepaid, provided that (i) in the case of an event which with the passage of time would constitute an Indenture Event of Default referred to in paragraph (c) of Section 4.02 of the Trust Indenture, such notice shall in no event be furnished later than ten (10) days after the Owner Trustee shall first have knowledge of such event and (ii) in the case of a Default arising from a failure to pay Rent, the Mortgagee shall give prompt written notice thereof to misrepresentation by the Owner TrusteeTrustee which with the passage of time would constitute an Indenture Event of Default referred to in paragraph (d) of Section 4.02 of the Trust Indenture, such notice shall in no event be furnished later than ten (10) days after the Owner Participant, Lessee, and each Note HolderTrustee shall first have knowledge of such event. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and Section 5.03 hereof, the Mortgagee Owner Trustee shall take such action, action or shall refrain from taking such action, not inconsistent with the provisions of the Trust Indenture, with respect to such Indenture Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) other event as the Mortgagee Owner Trustee shall be instructed directed in writing by a Majority in Interest of Note Holdersthe Trustor. Subject to If the provisions of Section 5.03, if the Mortgagee Owner Trustee shall not have received instructions as above provided within 20 twenty (20) days after the mailing notice of such Event of Default notice to the Note HoldersTrustor, the Mortgagee may, subject to instructions thereafter received pursuant to Owner Trustee until instructed otherwise in accordance with the preceding provisions of this Section 5.01, take such action, or refrain from taking such actionsentence may, but shall be under no duty to to, take or refrain from taking any action, such action with respect to such Indenture Event of Default or Default other event, not inconsistent with the provisions of the Trust Indenture, as it shall determine deem advisable in the best interests of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note HoldersTrustor. For all purposes of this Trust IndentureAgreement and the other Operative Documents, in the absence of Actual Knowledge on actual knowledge by an officer of FSB in the part of the MortgageeCorporate Trust Department, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Indenture Event of Default (except, or other event referred to in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) this Section 5.01 unless notified in writing by Lessee, the Owner Indenture Trustee, the Owner Participant Trustor or one or more Note HoldersLessee.

Notice of Event of Default. If the Mortgagee Loan Trustee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rent, the Mortgagee Loan Trustee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and 5.03 hereof, the Mortgagee Loan Trustee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Loan Trustee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03, if the Mortgagee Loan Trustee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee 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 action, but shall be under no duty to take or refrain from taking any action, with respect to such Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDED. If the Loan Trustee shall at any time declare the Lease to be in default pursuant to Section 14 thereof or shall elect to foreclose or otherwise enforce this Trust Indenture, HOWEVERthe Loan Trustee shall forthwith notify the Owner Participant, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders, the Owner Trustee and Lessee. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the MortgageeLoan Trustee, the Owner Trustee or the Owner Participant, the MortgageeLoan Trustee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the MortgageeLoan Trustee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the MortgageeLoan Trustee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

Notice of Event of Default. If the Mortgagee Owner Trustee shall have Actual Knowledge knowledge of an a Lease Event of Default or an Indenture Event of Default (or an event which with the passage of time or the giving of notice or both would constitute a Lease Event of Default arising from a failure to pay Rent, or an Indenture Event of Default) the Mortgagee Owner Trustee shall give prompt written notice thereof to the Owner TrusteeParticipant prompt telephonic or telecopy notice thereof followed by prompt confirmation thereof by certified mail, postage prepaid, provided that (i) in the case of an event which with the passage of time would constitute an Indenture Event of Default referred to in paragraph (c) of Section 4.02 of the Trust Indenture, such notice shall in no event be furnished later than ten (10) days after the Owner ParticipantTrustee shall first have knowledge of such event and (ii) in the case of a misrepresentation by the Owner Trustee which with the passage of time would constitute an Indenture Event of Default referred to in paragraph (d) of Section 4.02 of the Trust Indenture, Lessee, and each Note Holdersuch notice shall in no event be furnished later than ten (10) days after the Owner Trustee shall first have knowledge of such event. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and Section 5.03 hereof, the Mortgagee Owner Trustee shall take such action, action or shall refrain from taking such action, not inconsistent with the provisions of the Trust Indenture, with respect to such Lease Event of Default, Indenture Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) other event as the Mortgagee Owner Trustee shall be instructed directed in writing by a Majority in Interest of Note Holdersthe Owner Participant. Subject to If the provisions of Section 5.03, if the Mortgagee Owner Trustee shall not have received instructions as above provided within 20 twenty (20) days after the mailing notice of such Event of Default notice to the Note HoldersOwner Participant, the Mortgagee may, subject to instructions thereafter received pursuant to Owner Trustee until instructed otherwise in accordance with the preceding provisions of this Section 5.01, take such action, or refrain from taking such actionsentence may, but shall be under no duty to to, take or refrain from taking any action, such action with respect to such Lease Event of Default, Indenture Event of Default or Default other event, not inconsistent with the provisions of the Trust Indenture, as it shall determine deem advisable in the best interests of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note HoldersOwner Participant. For all purposes of this Trust IndentureAgreement, the Lease and the other Operative Documents, in the absence of Actual Knowledge on actual knowledge by an officer of Xxxxx Fargo in the part of the MortgageeCorporate Trust Department, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or Lease Event of Default, an Indenture Event of Default (except, or other event referred to in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) this Section 5.01 unless notified in writing by Lessee, the Owner Indenture Trustee, the Owner Participant or one or more Note HoldersLessee.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge of an any Event of Default or of a Default arising from a failure to pay RentDefault, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.135.02, 4.035.06, 4.04, 4.08, 5.02 6.02 and 5.03 6.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.036.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.016.01, 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee may not sell the Aircraft or any Engine without the [Trust Indenture and Mortgage (NXXXUA)] consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, Mortgagee shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee Owner to pay any installment of Basic Rent principal or interest within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

Notice of Event of Default. If (a) In the Mortgagee event the Security Agent shall have Actual Knowledge of an Event of Default or of a Potential Default arising from a failure to pay Rentprincipal or interest, the Mortgagee Security Agent shall forthwith give prompt written facsimile notice thereof to the Owner Trustee, Borrower and the Owner Participant, Lessee, and each Note HolderLenders (promptly confirmed by mail to such Persons). Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 9.04 and 5.03 hereof10.03, the Mortgagee Security Agent shall take such action, or refrain from taking such action, with respect to any such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Security Agent shall be instructed in writing by a Majority in Interest of Note Holdersthe Required Lenders. Subject to the provisions of Section 5.0310.03, if the Mortgagee Security Agent shall not have received instructions as above provided within 20 calendar days after mailing giving notice of such Event of Default to the Note HoldersLenders, the Mortgagee Security Agent may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.0110.01, 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 Event of Default or Default as it shall determine advisable in the best interests of the Note HoldersLenders 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 such person’s own affairs; PROVIDED, HOWEVER, provided that the Mortgagee Security Agent may not sell the Aircraft Airframe or any Engine without the consent of a Majority in Interest of Note Holdersthe Required Lenders. In the event the Security Agent shall at any time commence to foreclose or otherwise enforce this Security Agreement, the Security Agent shall forthwith notify the Lenders and the Borrower. For all purposes of this Trust IndentureSecurity Agreement, in the absence of Actual Knowledge on the part of the Mortgageeits part, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, Security Agent shall not be deemed to have knowledge of a Default any Potential Default, or an any Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Borrower or one or more Note HoldersLenders. This Section 10.01, however, is subject to the condition that, if at any time after the principal of the Notes shall have become due and payable pursuant to Article IX 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 Notes and all other amounts payable under the Notes (except the principal of the Notes which by such declaration shall have become payable) shall have been duly paid, and every other Potential Default and Event of Default with respect to any covenant or provision of this Security Agreement shall have been cured, then and in every such case the Required Lenders may (but shall not be obligated to), by written instrument filed with the Security Agent, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent Potential Default or Event of Default or impair any right consequent thereon.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rentany installment of principal and interest on any Equipment Note, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.135.06, 4.03, 4.04, 4.08, 5.02 6.02 and 5.03 6.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.036.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.016.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from TRUST INDENTURE 2020-1 taking any action, with respect to such Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, Mortgagee shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee Owner to pay any installment of Basic Rent principal or interest within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

Notice of Event of Default. If the Mortgagee Loan Trustee shall have Actual Knowledge knowledge of an Event of Default or of a Default default arising from a failure by the Company to pay Rentwhen due any payment of principal amount of, interest on, or Make-Whole Amount, if any, due and payable under any Equipment Note, the Mortgagee Loan Trustee shall promptly give prompt written notice thereof to the Owner TrusteeCompany, the Owner ParticipantPolicy Provider, Lessee, each Liquidity Provider and each Note HolderNoteholder by telegram, cable, facsimile or telephone (to be promptly confirmed in writing); provided, however, that except in the case of any notice to the Policy Provider or any Liquidity Provider or a default in the payment of the principal amount, interest or Make-Whole Amount, if any, due and payable under any Equipment Note, the Loan Trustee shall be protected in withholding the notice required in the foregoing part of this sentence if and so long as the executive committee or trust committee of directors of the Loan Trustee and/or trust officers thereof in good faith determine that withholding such notice is in the interest of the Noteholders. Subject to the terms of Sections 2.13Section 4.02, 4.03Section 4.05, 4.04, 4.08, Section 5.02 and 5.03 hereofSection 5.03, the Mortgagee Loan Trustee shall take such action, or refrain from taking such action, with respect to such default or Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Loan Trustee shall be instructed in writing by a Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section 5.03, if the Mortgagee Loan Trustee shall not have received instructions as above provided within 20 days Business Days after mailing giving notice of such default or Event of Default to the Note HoldersNoteholders, the Mortgagee 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 action, but shall be under no duty to take or refrain from taking any action, with respect to such default or Event of Default or Default as it shall reasonably determine to be advisable in the best interests of the Note HoldersNoteholders and shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of his or her own affairs; PROVIDED, HOWEVER, provided that the Mortgagee Loan Trustee may not sell the Aircraft Airframe or any Engine without the consent of a Majority in Interest of Note HoldersNoteholders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgageeactual knowledge, the Owner Loan Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Company or one or more Note HoldersNoteholders; and "actual knowledge" (as used in the foregoing clause) of the Loan Trustee shall mean actual knowledge of an officer in the Corporate Trust Division of the Loan Trustee; provided, however, that the Loan Trustee shall be deemed to have actual knowledge of (i) the failure of the Company to pay any principal amount of, or interest on, the Equipment Notes directly to the Loan Trustee when the same shall become due or (ii) the failure of the Company to maintain insurance as required under Section 7.06 if the Loan Trustee receives written notice thereof from an insurer or insurance broker.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge Loan Trustee has actual knowledge of an Event of Default or of a Default default arising from a failure by Company to pay Rentwhen due any payment of principal amount, the Mortgagee interest on, or Make-Whole Amount, if any, due and payable under any Equipment Note, Loan Trustee shall promptly give prompt written notice thereof to the Owner TrusteeN494AS Company, the Owner Participant, Lessee, each Liquidity Provider and each Note HolderNoteholder. Subject to the terms of Sections 2.134.02, 4.03, 4.04, 4.084.05, 5.02 and 5.03 hereof5.03, the Mortgagee Loan Trustee shall take such action, or refrain from taking such action, with respect to such default or Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be Loan Trustee is instructed in writing by a Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section 5.03, if the Mortgagee shall Loan Trustee does not have received receive instructions as above provided within 20 days Business Days after mailing giving notice of such default or Event of Default to the Note HoldersNoteholders, the Mortgagee 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 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. In acting pursuant to the immediately preceding sentence, with respect to such Event Loan Trustee shall use the same degree of Default or Default care and skill in connection therewith as it shall determine advisable a prudent person would use under the circumstances in the best interests conduct of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee his or her own affairs. Loan Trustee may not sell the Aircraft Airframe or any Engine without the consent of a Majority in Interest of Note HoldersNoteholders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgageeactual knowledge, the Owner Loan Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Company or one or more Note HoldersNoteholders; and “actual knowledge” (as used in the foregoing clause) of Loan Trustee shall mean actual knowledge of a Trust Officer of Loan Trustee; provided that Loan Trustee is deemed to have actual knowledge of (i) the failure of Company to pay any principal amount of, or interest on, the Equipment Notes directly to Loan Trustee when the same shall become due or (ii) the failure of Company to maintain insurance as required under Section 7.06 if Loan Trustee receives written notice thereof from an insurer or insurance broker.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rentany installment of principal and interest on any Equipment Note, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.135.06, 4.03, 4.04, 4.08, 5.02 6.02 and 5.03 6.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.036.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.016.01, 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee may not sell any part of the Aircraft or any Engine Collateral without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust IndentureIndenture and each other Security Agreement, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, Mortgagee shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee Owner to pay any installment of Basic Rent principal or interest within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge Loan Trustee has actual knowledge of an Event of Default or of a Default default arising from a failure by Company to pay Rentwhen due any payment of principal amount, the Mortgagee interest on, or Make-Whole Amount, if any, due and payable under any Equipment Note, Loan Trustee shall promptly give prompt written notice thereof to the Owner TrusteeN568AS Company, the Owner Participant, Lessee, each Liquidity Provider and each Note HolderNoteholder. Subject to the terms of Sections 2.134.02, 4.03, 4.04, 4.084.05, 5.02 and 5.03 hereof5.03, the Mortgagee Loan Trustee shall take such action, or refrain from taking such action, with respect to such default or Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be Loan Trustee is instructed in writing by a Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section 5.03, if the Mortgagee shall Loan Trustee does not have received receive instructions as above provided within 20 days Business Days after mailing giving notice of such default or Event of Default to the Note HoldersNoteholders, the Mortgagee 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 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. In acting pursuant to the immediately preceding sentence, with respect to such Event Loan Trustee shall use the same degree of Default or Default care and skill in connection therewith as it shall determine advisable a prudent person would use under the circumstances in the best interests conduct of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee his or her own affairs. Loan Trustee may not sell the Aircraft Airframe or any Engine without the consent of a Majority in Interest of Note HoldersNoteholders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgageeactual knowledge, the Owner Loan Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Company or one or more Note HoldersNoteholders; and “actual knowledge” (as used in the foregoing clause) of Loan Trustee shall mean actual knowledge of a Trust Officer of Loan Trustee; provided that Loan Trustee is deemed to have actual knowledge of (i) the failure of Company to pay any principal amount of, or interest on, the Equipment Notes directly to Loan Trustee when the same shall become due or (ii) the failure of Company to maintain insurance as required under Section 7.06 if Loan Trustee receives written notice thereof from an insurer or insurance broker.

Notice of Event of Default. If the Mortgagee Owner Trustee shall have Actual Knowledge knowledge of an a Lease Event of Default or Indenture Event of Default (or an event which with the passage of time or the giving of notice or both would constitute a Lease Event of Default arising from a failure to pay Rentor an Indenture Event of Default), the Mortgagee Owner Trustee shall give prompt written notice thereof to the Owner TrusteeParticipant and Lessee prompt telephonic or facsimile notice thereof followed by prompt written confirmation thereof by certified mail, postage prepaid, provided, that (i) in the case of an event which with the passage of time would constitute an Indenture Event of Default referred to in paragraph (b) of Section 8.01 of the Trust Indenture, such notice shall in no event be furnished later than ten (10) days after the Owner ParticipantTrustee shall first have knowledge of such event and (ii) in the case of a misrepresentation by the Owner Trustee which with the passage of time would constitute TRUST AGREEMENT [N396SW] -5- 11 an Indenture Event of Default referred to in paragraph (c) of Section 8.01 of the Trust Indenture, Lessee, and each Note Holdersuch notice shall in no event be furnished later than ten (10) days after the Owner Trustee shall first have knowledge of such event. The notice shall set forth in reasonable detail the facts or circumstances known to it with respect to such Lease Event of Default or Indenture Event of Default. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and Section 5.03 hereof, the Mortgagee Owner Trustee shall take such action, action or shall refrain from taking such action, not inconsistent with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to Trust Indenture or the Note Holders, the Mortgagee 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 actionother Operative Agreements, with respect to such Lease Event of Default, Indenture Event of Default or Default other event as it the Owner Trustee shall determine advisable be directed in writing by the best interests of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note HoldersOwner Participant. For all purposes of this Trust IndentureAgreement, the Lease and the other Operative Agreements, in the absence of Actual Knowledge on the part actual knowledge by a responsible officer of the MortgageeTrust Office of the Owner Trustee in his or her capacity as such, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Lease Event of Default, Indenture Event of Default (except, or other event referred to in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) this Section 5.01 unless notified in writing thereof by Lessee, the Owner Indenture Trustee, the Owner Participant or one or more Note HoldersLessee.

Notice of Event of Default. If the Mortgagee Security Trustee shall have Actual Knowledge knowledge of a Default or of an Event of Default or of a Default arising from a failure to pay Rentany amount of principal and interest due and owing, the Mortgagee Security Trustee shall forthwith give prompt written telephone notice thereof to Borrower and the Owner Trustee, the Owner Participant, Lessee, and each Note HolderHolders (promptly confirmed by facsimile to such Persons not later than one Business Day thereafter). Subject to the terms of Sections 2.134.06 and 5.03, 4.03, 4.04, 4.08, 5.02 and 5.03 hereof, the Mortgagee Security Trustee shall take such action, or refrain from taking such action, with respect to any such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Security Trustee shall be instructed in writing by a the Majority in Interest of Note Holders. Subject to the provisions of Section 5.03, if the Mortgagee Security Trustee shall not have received instructions as above provided within 20 calendar days after mailing notice of such Event of Default to the Note Holders, the Mortgagee Security 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 Event of Default or Default as it shall determine advisable in be directed by the best interests of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. In the event Security Trustee shall at any time commence to foreclose or otherwise enforce the Lien of this Mortgage, Security Trustee shall forthwith notify the Note Holders and Borrower. For all purposes of this Trust IndentureMortgage, in the absence of Actual Knowledge actual knowledge on the part of the Mortgageean officer in its offices, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as in the case may beof Security Trustee, Security Trustee shall not be deemed to have knowledge of a any Default or an any Event of Default (except, in the case of the Mortgagee, upon the failure of Lessee Borrower to pay any installment make scheduled payments of Basic Rent within one Business Day after principal and interest on the same shall become due, if any portion of such installment was then required to be paid to the MortgageePayment Date, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Borrower or one or more Note Holders. This Section 5.01, however, is subject to the condition that, if at any time after the principal of the Notes shall have become due and payable pursuant to Section 4.03 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 Notes and all other amounts payable under the Notes (except the principal of the Notes which by such declaration shall have become payable) shall have been duly paid, and every other Default and Event of Default with respect to any covenant or provision of this Mortgage shall have been cured, then and in every such case a Majority in Interest of Note Holders may (but shall not be obligated to), by written instrument filed with Security Trustee, rescind and annul such acceleration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent Default or Event of Default or impair any right consequent thereon.

Notice of Event of Default. If UNDER SECTION 9.01(e) HEREOF; OPPORTUNITY OF BORROWER TO CURE DEFAULTS. Anything herein to the Mortgagee contrary notwithstanding, no default described in Section 9.01(e) hereof shall have Actual Knowledge of constitute an Event of Default until actual notice of such default, requiring that it be remedied and stating that such notice is a “Notice of Default” hereunder, by registered or certified mail shall be given to the Issuer and the Borrower by the Trustee or to the Issuer and the Borrower and the Trustee by the Owners of a Default arising from majority in aggregate principal amount of all Bonds Outstanding, and the Issuer or the Borrower on behalf of the Issuer shall have had ninety days after receipt of such notice to correct said default or cause said default to be corrected, and shall not have corrected said default or caused said default to be corrected within the applicable period; provided, however, if said default be such that it cannot be corrected within the applicable period, it shall not constitute an event of default if corrective action is instituted within the applicable period and diligently pursued until the default is corrected and the fact of such non-correction, corrective action and diligent pursuit is evidenced to the Trustee by a failure to pay Rentcertificate of an Authorized Borrower Representative or an Authorized Issuer Representative. Whenever, so long as the Borrower is not in default under the Agreement, after a reasonable request by the Borrower, the Mortgagee Issuer shall fail, refuse or neglect to give prompt written notice thereof any direction to the Owner Trustee, Trustee or to require the Owner Participant, Lessee, and each Note Holder. Subject Trustee to take any other action which the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and 5.03 hereof, Issuer is required to have the Mortgagee shall Trustee take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject pursuant to the provisions of Section 5.03the Agreement or this Indenture, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice Borrower instead of the Issuer may give any such Event of Default direction to the Note HoldersTrustee or require the Trustee to take any such action. Upon receipt by the Trustee of a written notice signed by the Authorized Borrower Representative stating that the Borrower has made reasonable request of the Issuer, and that the Mortgagee mayIssuer has failed, subject refused or neglected to instructions thereafter received pursuant give any direction to the preceding provisions of this Section 5.01, Trustee or to require the Trustee to take any such action, or refrain the Trustee is hereby irrevocably empowered and directed to accept such direction from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to such Event of Default or Default the Borrower as it shall determine advisable in the best interests of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For sufficient for all purposes of this Trust Indenture. The Borrower shall have the direct right to cause the Trustee to comply with any of the Trustee’s obligations under this Indenture to the same extent that the Issuer is empowered so to do. Certain actions or failures to act by the Issuer under this Indenture may create or result in an event of default under this Indenture and the Issuer hereby grants the Borrower full authority, to the extent permitted by law, for account of the Issuer to perform or observe any covenant or obligation of the Issuer alleged in a written notice to the Issuer and the Borrower from the Trustee not to have been performed or observed, in the absence of Actual Knowledge on the part name and stead of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed Issuer with full power to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee do any and all things and acts to pay remedy any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holdersdefault.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rentany installment of principal and interest on any Equipment Note, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.135.06, 4.03, 4.04, 4.08, 5.02 6.02 and 5.03 6.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.036.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.016.01, 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For all TRUST INDENTURE 2023-1 48 purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, Mortgagee shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee Owner to pay any installment of Basic Rent principal or interest within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

Notice of Event of Default. If the Mortgagee Indenture Trustee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rentany payment of Principal Amount of, interest on, Make-Whole Amount, if any, due and payable under any Secured Certificates, the Mortgagee Indenture Trustee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Certificate Holder. Subject to the terms of Sections 2.134.02, 4.03, 4.04, 4.084.06, 5.02 and 5.03 hereof, the Mortgagee Indenture Trustee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Certificate Holders. Subject to the provisions of Section 5.03, if the Mortgagee Indenture Trustee shall not have received instructions as above provided within 20 twenty (20) days after mailing notice of such Event of Default to the Note Holders, Certificate Holders the Mortgagee 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Certificate Holders; PROVIDED, HOWEVER, that the Mortgagee Indenture Trustee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Certificate Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the MortgageeIndenture Trustee, the Owner Indenture Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, except the failure of Lessee the Owner to pay any installment payment of Basic Rent Principal Amount or interest within one (1) Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Certificate Holders.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge Loan Trustee has knowledge of an Event of Default or of a Default default arising from a failure by the Company to pay Rentwhen due any payment of principal amount, interest on, or Make-Whole Amount, if any, due and payable under any Equipment Note, the Mortgagee Loan Trustee shall promptly give prompt written notice thereof to the Owner TrusteeCompany, the Owner Participant, Lessee, each Liquidity Provider and each Note HolderNoteholder. Subject to the terms of Sections 2.134.02, 4.03, 4.04, 4.084.05, 5.02 and 5.03 hereof5.03, the Mortgagee Loan Trustee shall take such action, or refrain from taking such action, with respect to such default or Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be Loan Trustee is instructed in writing by a Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section 5.03, if the Mortgagee shall Loan Trustee does not have received receive instructions as above provided within 20 days Business Days after mailing giving notice of such default or Event of Default to the Note HoldersNoteholders, the Mortgagee 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 Event of Default as it reasonably determines to be advisable 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 Event . The Loan Trustee shall use the same degree of Default or Default care and skill in connection therewith as it shall determine advisable a prudent person would use under the circumstances in the best interests conduct of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee his or her own affairs. The Loan Trustee may not sell the Aircraft Airframe or any Engine without the consent of a Majority in Interest of Note HoldersNoteholders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgageeactual knowledge, the Owner Loan Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Company or one or more Note HoldersNoteholders; and “actual knowledge” (as used in the 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 is deemed to have actual knowledge of (i) the failure of the Company to pay any principal amount of, or interest on, the Equipment Notes directly to the Loan Trustee when the same shall become due or (ii) the failure of the Company to maintain insurance as required under Section 7.06 if the Loan Trustee receives written notice thereof from an insurer or insurance broker. 46 Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.]

Notice of Event of Default. If the Mortgagee Indenture Trustee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rentany payment of Principal Amount of, interest on, Break Amount (in the case of [Series G-1], [Series C-1] [and] Series D Secured Certificates), if any, Make-Whole Premium, if any, due and payable under any Secured Certificates, the Mortgagee Indenture Trustee shall give prompt written notice thereof to the Owner TrusteeOwner, each Certificate Holder and the Owner Participant, Lessee, and each Note HolderOwner's independent insurance broker who last provided the report required by Section 7.04(c) hereof. Subject to the terms of Sections 2.134.02, 4.03, 4.04, 4.084.06, 5.02 and 5.03 hereof, the Mortgagee Indenture Trustee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Certificate Holders. Subject to the provisions of Section 5.03, if the Mortgagee Indenture Trustee shall not have received instructions as above provided within 20 twenty (20) days after mailing notice of such Event of Default to the Note Holders, Certificate Holders the Mortgagee 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Certificate Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee Indenture Trustee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Certificate Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the MortgageeIndenture Trustee, the Owner Indenture Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, except the failure of Lessee the Owner to pay any installment payment of Basic Rent Principal Amount or interest within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.one

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge Loan Trustee has actual knowledge of an Event of Default or of a Default default arising from a failure by Company to pay Rentwhen due any payment of principal amount, the Mortgagee interest on, or Make-Whole Amount, if any, due and payable under any Equipment Note, Loan Trustee shall promptly give prompt written notice thereof to the Owner TrusteeCompany, the Owner Participant, Lessee, each Liquidity Provider and each Note HolderNoteholder. Subject to the terms of Sections 2.134.02, 4.03, 4.04, 4.084.05, 5.02 and 5.03 hereof5.03, the Mortgagee Loan Trustee shall take such action, or refrain from taking such action, with respect to such default or Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be Loan Trustee is instructed in writing by a Majority in Interest of Note HoldersNoteholders. Subject to the provisions of Section 5.03, if the Mortgagee shall Loan Trustee does not have received receive instructions as above provided within 20 days Business Days after mailing giving notice of such default or Event of Default to the Note HoldersNoteholders, the Mortgagee 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 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. In acting pursuant to the immediately preceding sentence, with respect to such Event Loan Trustee shall use the same degree of Default or Default care and skill in connection therewith as it shall determine advisable a prudent person would use under the circumstances in the best interests conduct of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee his or her own affairs. Loan Trustee may not sell the Aircraft Airframe or any Engine without the consent of a Majority in Interest of Note HoldersNoteholders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgageeactual knowledge, the Owner Loan Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant Company or one or more Note Holders.Noteholders; and “actual knowledge” (as used in the foregoing clause) of Loan Trustee shall mean actual knowledge of a Trust Officer of Loan Trustee; provided that Loan Trustee is deemed to have actual knowledge of (i) the failure of Company to pay any principal amount of, or interest on, the Equipment Notes directly to Loan Trustee when the same shall become due or (ii) the failure of Company to maintain insurance as required under Section 7.06 if Loan Trustee receives written notice thereof from an insurer or insurance broker. Indenture and Security Agreement (2019-1 EETC) N907DN

Notice of Event of Default. If the Mortgagee Indenture Trustee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rent, the Mortgagee Indenture Trustee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Certificate Holder. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and 5.03 hereof, the Mortgagee Indenture Trustee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Certificate Holders. Subject to the provisions of Section 5.03, if the Mortgagee Indenture Trustee shall not have received instructions as above provided within 20 twenty (20) days after mailing notice of such Event of Default to the Note Certificate Holders, the Mortgagee 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Certificate Holders; PROVIDED, HOWEVER, that the Mortgagee Indenture Trustee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Certificate Holders. If the Indenture Trustee shall at any time declare the Lease to be in default pursuant to Section 15 thereof or shall elect to foreclose or otherwise enforce this Trust Indenture, the Indenture Trustee shall forthwith notify the Owner Participant, the Certificate Holders, the Owner Trustee and Lessee. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the MortgageeIndenture Trustee, the Owner Trustee or the Owner Participant, the MortgageeIndenture Trustee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the MortgageeIndenture Trustee, the failure of Lessee to pay any installment of Basic Rent within one (1) Business Day after the same shall become due, if any portion of such installment was then required to be paid to the MortgageeIndenture Trustee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Certificate Holders.

Notice of Event of Default. If the Mortgagee Indenture Trustee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rent, the Mortgagee Indenture Trustee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, each Certificate Holder and each Note HolderLessee's independent insurance broker who last provided the report required by Section 11(c) of the Lease. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and 5.03 hereof, the Mortgagee Indenture Trustee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee Indenture Trustee shall be instructed in writing by a Majority in Interest of Note Certificate Holders. Subject to the provisions of Section 5.03, if the Mortgagee Indenture Trustee shall not have received instructions as above provided within 20 twenty (20) days after mailing notice of such Event of Default to the Note Certificate Holders, the Mortgagee 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Certificate Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee Indenture Trustee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Certificate Holders. If the Indenture Trustee shall at any time declare the Lease to be in default pursuant to Section 15 thereof or shall elect to foreclose or otherwise enforce this Trust Indenture, the Indenture Trustee shall forthwith notify the Owner Participant, the Certificate Holders, the Owner Trustee and Lessee. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the MortgageeIndenture Trustee, the Owner Trustee or the Owner Participant, the MortgageeIndenture Trustee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the MortgageeIndenture Trustee, the failure of Lessee to pay any installment of Basic Rent within one (1) Business Day after the same shall become due, if any portion of such installment was then required to be paid to the MortgageeIndenture Trustee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Certificate Holders.

Notice of Event of Default. If the Mortgagee Owner Trustee shall have Actual Knowledge knowledge of an a Lease Event of Default or an Indenture Event of Default (or an event which with the passage of time or the giving of notice or both would constitute a Lease Event of Default arising from a failure to pay Rent, or an Indenture Event of Default) the Mortgagee Owner Trustee shall give prompt written notice thereof to the Owner TrusteeParticipant prompt telephonic or telecopy notice thereof followed by prompt confirmation thereof by certified mail, postage prepaid, provided that (i) in the case of an event which with the passage of time would constitute an Indenture Event of Default referred to in paragraph (c) of Section 4.02 of the Trust Indenture, such notice shall in no event be furnished later than ten (10) days after the Owner ParticipantTrustee shall first have knowledge of such event and (ii) in the case of a misrepresentation by the Owner Trustee which with the passage of time would constitute an Indenture Event of Default referred to in paragraph (d) of Section 4.02 of the Trust Indenture, Lessee, and each Note Holdersuch notice shall in no event be furnished later than ten (10) days after the Owner Trustee shall first have knowledge of such event. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and Section 5.03 hereof, the Mortgagee Owner Trustee shall take such action, action or shall refrain from taking such action, not inconsistent with the provisions of the Trust Indenture, with respect to such Lease Event of Default, Indenture Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) other event as the Mortgagee Owner Trustee shall be instructed directed in writing by a Majority in Interest of Note Holdersthe Owner Participant. Subject to If the provisions of Section 5.03, if the Mortgagee Owner Trustee shall not have received instructions as above provided within 20 twenty (20) days after the mailing notice of such Event of Default notice to the Note HoldersOwner Participant, the Mortgagee may, subject to instructions thereafter received pursuant to Owner Trustee until instructed otherwise in accordance with the preceding provisions of this Section 5.01, take such action, or refrain from taking such actionsentence may, but shall be under no duty to to, take or refrain from taking any action, such action with respect to such Lease Event of Default, Indenture Event of Default or Default other event, not inconsistent with the provisions of the Trust Indenture, as it shall determine deem advisable in the best interests of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note HoldersOwner Participant. For all purposes of this Trust IndentureAgreement, the Lease and the other Operative Documents, in the absence of Actual Knowledge on actual knowledge by an officer of Wells Fargo in the part of the MortgageeCorporate Trust Department, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall xxxxl not be deemed to have knowledge of a Default or Lease Event of Default, an Indenture Event of Default (except, or other event referred to in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) this Section 5.01 unless notified in writing by Lessee, the Owner Indenture Trustee, the Owner Participant or one or more Note HoldersLessee.

Notice of Event of Default. If the Mortgagee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rentany installment of principal and interest on any Equipment Note, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.135.06, 4.03, 4.04, 4.08, 5.02 6.02 and 5.03 6.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.036.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.016.01, 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 Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDEDprovided, HOWEVERhowever, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, Mortgagee shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee Owner to pay any installment of Basic Rent principal or interest within one 42 Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

Notice of Event of Default. If the Mortgagee Owner Trustee shall have Actual Knowledge knowledge of an a Lease Event of Default or an Indenture Event of Default (or a Lease Default arising from a failure to pay Rent, or an event which with the Mortgagee passage of time or the giving of notice or both would constitute an Indenture Event of Default) the Owner Trustee shall give prompt written notice thereof to the Owner TrusteeParticipant prompt telephonic or telecopy notice thereof followed by prompt confirmation thereof by certified mail, postage prepaid, provided that (i) in the case of an event which, with the passage of time would constitute an Indenture Event of Default referred to in paragraph (c) of Section 4.02 of the Trust Indenture, such notice shall in no event be furnished later within ten (10) days after the Owner ParticipantTrustee shall first have knowledge of such event and (ii) in the case of a misrepresentation by the Owner Trustee which with the passage of time would constitute an Indenture Event of Default referred to in paragraph (d) of Section 4.02 of the Trust Indenture, Lessee, and each Note Holdersuch notice shall in no event be furnished later than ten (10) days after the Owner Trustee shall first have knowledge of such event. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and Section 5.03 hereof, the Mortgagee Owner Trustee shall take such action, action or shall refrain from taking such action, not inconsistent with the provisions of the Trust Indenture, with respect to such Lease Event of Default, Indenture Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) other event as the Mortgagee Owner Trustee shall be instructed directed in writing by a Majority in Interest of Note Holdersthe Owner Participant. Subject to If the provisions of Section 5.03, if the Mortgagee Owner Trustee shall not have received instructions as above provided within 20 twenty (20) days after the mailing notice of such Event of Default notice to the Note HoldersOwner Participant, the Mortgagee may, subject to instructions thereafter received pursuant to Owner Trustee until instructed otherwise in accordance with the preceding provisions of this Section 5.01, take such action, or refrain from taking such actionsentence may, but shall be under no duty to to, take or refrain from taking any action, such action with respect to such Lease Event of Default, Indenture Event of Default or Default other event, not inconsistent with the provisions of the Trust Indenture, as it shall determine deem advisable in the best interests of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note HoldersOwner Participant. For all purposes of this Trust IndentureAgreement, the Lease and the other Operative Documents, in the absence of Actual Knowledge on actual knowledge by an officer of FSB in the part of the MortgageeCorporate Trust Department, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or Lease Event of Default, an Indenture Event of Default (except, or other event referred to in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) this Section 5.01 unless notified in writing by Lessee, the Owner Indenture Trustee, the Owner Participant or one or more Note HoldersLessee.