Common use of Certain Rights of Owner Trustee and Owner Participant Clause in Contracts

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions of this Indenture, including the Granting Clause, the following rights shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: TRUST INDENTURE (a) at all times the Owner Trustee shall have the right, together with the Indenture Trustee, to receive from the Lessee all notices, certificates, reports, filings, opinions of counsel and other documents and all information which any thereof is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Indenture Document; (b) so long as no Indenture Default shall have occurred and be continuing, the Owner Trustee shall have the right together with the Indenture Trustee (consent of both being required except in the case of clause (iii) below) (i) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee pursuant to express provisions of the Indenture Documents, (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii) to exercise inspection rights pursuant to Section 12 of any Lease; (c) the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee under any Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 of the Lease to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee under Section 11 of any Lease); and (d) at all times each of the Owner Trustee (as Owner Trustee, as The Bank and as Lessor) and the Owner Participant shall have the right, to the exclusion of the Indenture Trustee, to demand, collect, xxx for or receive the payment of Excluded Payments due and payable to it. Notwithstanding the foregoing, and subject to the provisions of Sections 4.03 and 4.04(a), the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant to exercise the remedies set forth in Section 15 of any Lease and in Article IV hereof. TRUST INDENTURE

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions of this Indenture, including the Granting Clause, but subject always to the final paragraph of this Section 5.10, the following rights shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: TRUST INDENTURE: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue xxx or otherwise obtain all amounts included in Trust Indenture 73 - 68 - Excepted Payments from the Lessee, exercise any election or option or make any decision or determination or give or receive any notice, consent, waiver or approval in respect of any Excepted Payment and seek legal or equitable remedies to require the Lessee to maintain the insurance coverage referred to in Section 12 of the Lease (or the comparable provisions of any Assigned Sublease) and such specific performance of the covenants of the Lessee under the Lease (or the comparable provisions of any Assigned Sublease) relating to the protection, maintenance, possession and use of the Engine; provided, that the rights referred to in this clause (a) shall not be deemed to include the exercise of any remedies provided for in Section 18 of the Lease (or the comparable provisions of any Assigned Sublease) other than the right to proceed by appropriate court action, either at law or in equity, to enforce payment by the Lessee of such amounts included in Excepted Payments or performance by the Lessee of such insurance covenant or to recover damages for the breach thereof or for specific performance of any covenant of the Lessee; (i) the Indenture Trustee shall not, without the consent of the Owner Trustee, enter into, execute and deliver amendments or modifications in respect of any of the provisions of the Lease, any Assigned Sublease or any Sublease Assignment and (ii) unless an Indenture Event of Default and an Indenture Trustee Event shall have occurred and be continuing, the Indenture Trustee shall not, without the consent of the Owner Trustee, which consent shall not be withheld if no right or interest of the Owner Trustee or the Owner Participant shall be materially diminished or impaired thereby, (A) enter into, execute and deliver waivers or consents in respect of any of the provisions of the Lease, any Assigned Sublease or any Sublease Assignment, or (B) approve any accountants, engineers, appraisers or counsel as satisfactory to render services for or issue opinions to the Owner Trustee pursuant to the Operative Documents; provided that, whether or not an Indenture Event of Default has occurred and is continuing, the Owner Trustee's consent shall be required with respect to any waivers or consents in respect of any of the provisions of Section 6, 12 or 16 of the Lease, or of any other Section of the Lease to the extent such action shall affect (y) the amount or timing of, or the right to enforce payment of any Excepted Payment or (z) the amount or timing of any amounts payable by the Lessee under the Lease as originally executed (or as subsequently modified with the consent of the Owner Trustee) which, absent the occurrence and continuance of an Indenture Event of Default hereunder, would be distributable to the Owner Trustee under Article III hereof; Trust Indenture (c) at all times whether or not an Indenture Event of Default has occurred and is continuing, the Owner Trustee and the Owner Participant shall have the right, together with the Indenture Trustee, (i) to receive from the Lessee or any Permitted Sublessee all notices, certificates, reports, filings, opinions of counsel and other documents and all information which any thereof is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Indenture Document; Operative Document (b) so long as no Indenture Default shall have occurred and be continuing, the Owner Trustee shall have the right together with the Indenture Trustee (consent of both being required except in the case of clause (iii) below) (i) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee including pursuant to express provisions Section 10 of the Indenture DocumentsLease), (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii) to exercise inspection rights pursuant to Section 7 of the Lease, (iii) to retain all rights with respect to insurance maintained for its own account which Section 12 of any Lease; the Lease specifically confers on the Owner Participant and (civ) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee under any Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 21(d) of the Lease and to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee give notices of default under Section 11 17 of any the Lease); and (d) at except as expressly provided to the contrary in clauses (a), (b) and (c) above, so long as no Indenture Event of Default has occurred and is continuing, all times each rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee (as Owner Trustee, as The Bank and as Lessor) and the Owner Participant under the Lease shall have be exercised by the rightOwner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture TrusteeTrustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder; provided that the foregoing shall not, nor shall any other provision of this Section 5.10, limit (A) any rights separately and expressly granted to demandthe Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, collectwithout limitation, xxx for Section 15 of the Refunding Agreement) or (B) the right of the Indenture Trustee or any Note Holder to receive any funds to be delivered to the payment of Excluded Payments due and payable Owner Trustee under the Lease (except with respect to itExcepted Payments). Notwithstanding the foregoingforegoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and subject to the provisions rights of the Owner Participant under Sections 2.12 and 4.03 and 4.04(a)hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant Participant, to (A) demand, collect, sue xxx or otherwise receive and enforce the payment of all Rent due and payable under the Lease (other than any thereof constituting an Excepted Payment or Excepted Right), (B) declare the Lease to be in default under Section 18 thereof and (C) subject only to the provisions of Sections 4.03 and 4.04(a) hereof, exercise the remedies set forth in such Section 15 of any Lease 18 (other than in connection with Excepted Payments) and in Article IV hereof. TRUST INDENTURETrust Indenture

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions of this Indenture, including the Granting Clause, but subject always to the final paragraph of this Section 5.10, the following rights shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: TRUST INDENTURE: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, Trust Indenture collect, sue xxx or otherwise obtain all amounts included in Excepted Payments from the Lessee, exercise any election or option or make any decision or determination or give or receive any notice, consent, waiver or approval in respect of any Excepted Payment and seek legal or equitable remedies to require the Lessee to maintain the insurance coverage referred to in Section 12 of the Lease (or the comparable provisions of any Assigned Sublease) and such specific performance of the covenants of the Lessee under the Lease (or the comparable provisions of any Assigned Sublease) relating to the protection, maintenance, possession and use of the Aircraft; provided, that the rights referred to in this clause (a) shall not be deemed to include the exercise of any remedies provided for in Section 18 of the Lease (or the comparable provisions of any Assigned Sublease) other than the right to proceed by appropriate court action, either at law or in equity, to enforce payment by the Lessee of such amounts included in Excepted Payments or performance by the Lessee of such insurance covenant or to recover damages for the breach thereof or for specific performance of any covenant of the Lessee; (b) unless an Indenture Event of Default and an Indenture Trustee Event shall have occurred and be continuing, the Indenture Trustee shall not, without the consent of the Owner Trustee, which consent shall not be withheld if no right or interest of the Owner Trustee or the Owner Participant shall be materially diminished or impaired thereby, (i) enter into, execute and deliver amendments, modifications, waivers or consents in respect of any of the provisions of the Lease, any Assigned Sublease or any Sublease Assignment, or (ii) approve any accountants, engineers, appraisers or counsel as satisfactory to render services for or issue opinions to the Owner Trustee pursuant to the Operative Documents; provided that, whether or not an Indenture Event of Default has occurred and is continuing, the Owner Trustee's consent shall be required with respect to any amendments, modifications, waivers or consents in respect of any of the provisions of Sections 6, 12 or 16 of the Lease, or of any other Section of the Lease to the extent such action shall affect (y) the amount or timing of, or the right to enforce payment of any Excepted Payment or (z) the amount or timing of any amounts payable by the Lessee under the Lease as originally executed (or as subsequently modified with the consent of the Owner Trustee) which, absent the occurrence and continuance of an Indenture Event of Default hereunder, would be distributable to the Owner Trustee under Article III hereof; Trust Indenture (c) at all times whether or not an Indenture Event of Default has occurred and is continuing, the Owner Trustee and the Owner Participant shall have the right, together with the Indenture Trustee, (i) to receive from the Lessee or any Permitted Sublessee all notices, certificates, reports, filings, opinions of counsel and other documents and all information which any thereof is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Indenture Document; Operative Document (b) so long as no Indenture Default shall have occurred and be continuing, the Owner Trustee shall have the right together with the Indenture Trustee (consent of both being required except in the case of clause (iii) below) (i) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee including pursuant to express provisions Section 10 of the Indenture DocumentsLease), (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii) to exercise inspection rights pursuant to Section 7 of the Lease, (iii) to retain all rights with respect to insurance maintained for its own account which Section 12 of any Lease; the Lease specifically confers on the Owner Participant and (civ) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee under any Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 21(d) of the Lease and to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee give notices of default under Section 11 17 of any the Lease); and (d) at except as expressly provided to the contrary in clauses (a), (b) and (c) above, so long as no Indenture Event of Default has occurred and is continuing, all times each rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee (as Owner Trustee, as The Bank and as Lessor) and the Owner Participant under the Lease shall have be exercised by the rightOwner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture TrusteeTrustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder; provided that the foregoing shall not, nor shall any other provision of this Section 5.10, limit (A) any rights separately and expressly granted to demandthe Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, collectwithout limitation, xxx for Section 15 of the Refunding Agreement) or (B) the right of the Indenture Trustee or any Note Holder to receive any funds to be delivered to the payment of Excluded Payments due and payable Owner Trustee under the Lease (except with respect to itExcepted Payments). Notwithstanding the foregoingforegoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and subject to the provisions rights of the Owner Participant under Sections 2.12 and 4.03 and 4.04(a)hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant Participant, to (A) demand, collect, sue xxx or otherwise receive and enforce the payment of all Rent due and payable under the Lease (other than any thereof constituting an Excepted Payment), (B) declare the Lease to be in default under Section 18 thereof and (C) subject only to the provisions of Sections 4.03 and 4.04(a) hereof, Trust Indenture exercise the remedies set forth in such Section 15 of any Lease 18 (other than in connection with Excepted Payments) and in Article IV hereof. TRUST INDENTURE.

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions provision of this Indenture, including the Granting Clause, or of any other Operative Agreement, the following rights shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) be, to the extent described herein: TRUST INDENTURE: (a) at to the exclusion of the Indenture Trustee, so long as no Indenture Event of Default shall have occurred and be continuing, (i) subject to and without affecting the provisions of the Lease referred to in clauses (iv) and (v) of the proviso of the first sentence of Section 8.01 hereof, to exercise the rights, elections and options of the Owner Trustee to make any decision or determination and to give any notice, consent, waiver or approval with respect to any adjustments of payments or allocations of Basic Rent, EBO Amount and Termination Value under Section 3(d) of the Lease (and the corresponding adjustments to the percentages set forth in Exhibit D to the Lease as contemplated by the last sentence of Section 3(d) of the Lease) (but subject to Section 3(f) of the Lease) and to enter into any amendment or supplement to the Lease contemplated by Section 3(d) of the Lease and (ii) to exercise all times rights as Owner Trustee with respect to any determination of Fair Market Rental Value or Fair Market Sales Value under Section 13 of the Lease and to exercise the rights of the Lessor (x) upon the return of the Aircraft under Section 12 of the Lease and (y) under Sections 13(a) and 13(b)(i)(B) or (C) of the Lease; (b) the Owner Trustee shall have the right, together with the Indenture Trustee, whether or not an Indenture Default or an Indenture Event of Default shall have occurred and be continuing, to exercise all rights of Owner Trustee under Sections 7(e) 8 (with respect to accepting any Replacement Aircraft or Replacement Engine), 18 (to the extent permitted by Section 4.03) 10 and 11 of the Lease; (c) the Owner Trustee shall have the right, together with the Indenture Trustee (each acting independently), whether or not an Indenture Default or an Indenture Event of Default shall have occurred and be continuing, to exercise (i) the rights of Owner Trustee under Section 9 (with respect to insurance coverage and endorsements) of the Lease, and to receive from the Lessee all notices, financial statements, certificates, reports, filings, opinions of counsel counsel, and other documents and all information which any thereof that the Lessee is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Indenture Documentthe Lease, and (ii) inspection rights pursuant to Section 6 of the Lease; (bd) so long as no to the exclusion of the Indenture Trustee, whether or not an Indenture Default or an Indenture Event of Default shall have occurred and be continuing, the Owner Trustee shall have the right together with the Indenture Trustee (consent of both being required except in the case of clause (iii) below) (i) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee pursuant to express provisions of the Indenture Documents, (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii) to exercise inspection all rights pursuant to Section 12 of any Lease; (c) the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee under any Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 of the Lease to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee under Section 11 of any Lease); and (d) at all times each of the Owner Trustee (as Owner Trusteeto exercise any election or option or make any decision or determination or give or receive any notice, as The Bank and as Lessor) and the Owner Participant shall have the rightconsent, to the exclusion of the Indenture Trusteewaiver, to or approval in respect of, or demand, collect, xxx for for, or receive otherwise obtain all amounts due from the payment of Lessee on account of, any Excluded Payments due and payable to it. Notwithstanding Payments, (ii) the foregoing, and subject to the provisions of Sections 4.03 and 4.04(a), the Indenture Trustee shall at all times have the right, to the exclusion right of the Owner Trustee to maintain separate insurance pursuant to Section 9(f) of the Lease, and (iii) the right of the Owner Trustee to solicit bids or retain the Aircraft pursuant to Section 14 of the Lease; (e) the right, jointly (but not independently) with the Indenture Trustee, (i) so long as no Indenture Event of Default shall have occurred and be continuing, to consent to or approve or enter into any amendment, modification, or supplement of, or to grant any waiver in respect of, any of the Indenture Documents (other than any amendment, modification, supplement or waiver relating solely to the Loan Participant or its interest in the Indenture Estate), and (ii) if an Indenture Event of Default shall have occurred and be continuing, to consent to or approve or enter into any amendment, modification, or supplement of, or grant any waiver in respect of (A) any provision of the Lease if the effect thereof is to decrease the amount or defer the payment of any Rent, including any amounts payable under Section 3, 8, 13, 14 or 17 of the Lease, (B) Sections 5, 12 and 17 (but in each case only in respect of return conditions) of the Lease, (C) Section 9 of the Lease in respect of insurance policies and the proceeds thereof which by the terms of such policies are payable to the Owner Participant or the Owner Trustee and not to exercise the remedies set forth Indenture Trustee or the Noteholders, (D) Section 20(a) of the Lease (but only in Section 15 respect of any consent to assignment by the Lessee of its rights or obligations under the Lease) and (E) any other provision of the Lease if such amendment, modification, supplement or waiver would impose any additional affirmative obligations upon the Owner Trustee or the Owner Participant, provided, -------- however, that the provisions of clauses (2)(A) and in Article IV hereof. TRUST INDENTURE(2)(B) of this Section ------- 5.09

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions of this Indenture, including the Granting Clause, the following rights shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: TRUST INDENTURE: (a) at all times the Owner Trustee and the Owner Participant shall have the right, together with the Indenture Trustee, to receive from the Lessee all notices, certificates, reports, filings, opinions of counsel and other documents and all information which any thereof the Company is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Indenture Document; ; TRUST INDENTURE AND SECURITY AGREEMENT [N605SW] -45- 52 (b) at all times (unless otherwise specified) the Owner Trustee shall have the right (1) to the exclusion of the Indenture Trustee but subject to and without affecting the provisions of Section 11.06, (i) to exercise the rights, elections and options of the Lessor to make any decision or determination and to give any notice, consent, waiver or approval with respect to any adjustments under Section 3.7 of the Lease and Sections 17 and 18 of the Participation Agreement, (ii) to exercise the rights, elections and options of the Lessor with respect to the termination of the Lease and solicitations of bids and appraisals pursuant to Section 9 of the Lease, or with respect to renewals or purchase options and terminations to take effect upon or after the payment in full (or assumption by the Company) of the obligations secured hereby, (iii) subject to the terms of Section 8.03(e)(i), to effect cures pursuant to Section 20 of the Lease, and (iv) to maintain and exercise all rights regarding separate insurance with respect to the Aircraft for its own account pursuant to Section 11.7 of the Lease (provided, that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Company under Section 11 of the Lease) and (2) so long as no Indenture Event of Default shall have occurred and be continuing, (x) during the Owner Trustee shall have the right Floating Period, together with the Indenture Trustee (consent agreement of both being required except in required) and (y) during the case Fixed Period, to the exclusion of clause (iii) below) the Indenture Trustee (i) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee Trustee, together with the form of address and contents of any certificates and opinions to be delivered by such Persons, in each case pursuant to express provisions of the Indenture Documents, Operative Agreements and (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii3) together with the Indenture Trustee (each acting separately), to request all certificates and documents of Lessee, to request the assignment of any sublease of the Aircraft and to exercise inspection rights pursuant to Section 12 of any the Lease; (c) the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee under any Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 of the Lease to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee under Section 11 of any Lease); and (d) at all times each of the Owner Trustee (as Owner Trustee, as The Bank and as Lessor) and the Owner Participant shall have the right, to the exclusion of the Indenture Trustee, to demand, collect, xxx for or receive the payment of Excluded Payments due and payable to it. Notwithstanding the foregoing, and subject to the provisions of Sections 4.03 and 4.04(a), the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant to exercise the remedies set forth in Section 15 of any Lease and in Article IV hereof. TRUST INDENTURE

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions of this Indenture, including the Granting Clause, but subject always to the penultimate paragraph of this Section 5.11, the following rights (the "Excepted Rights") shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: TRUST INDENTURE: (a) at all times subject to the Owner Trustee shall have the rightIntercreditor Agreement, together with the Indenture Trustee, to receive from the Lessee all notices, certificates, reports, filings, opinions of counsel and other documents and all information which any thereof is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Indenture Document; (b) so long as no Indenture Default Owner Participant shall have occurred and be continuing, the Owner Trustee shall have the right together with the Indenture Trustee (consent of both being required except in the case of clause (iii) below) (i) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee pursuant to express provisions of the Indenture Documents, (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii) to exercise inspection rights pursuant to Section 12 of any Lease; (c) the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee under any Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 of the Lease to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee under Section 11 of any Lease); and (d) at all times each of the Owner Trustee (as Owner Trustee, as The Bank and as Lessor) and the Owner Participant shall have retain the right, to the exclusion of the Indenture Trustee, (i) to demand, collect, xxx for or otherwise obtain all amounts included in Excepted Property from the Lessee, exercise any election or option or make any decision or determination or give or receive any notice, consent, waiver or approval in respect of any Excepted Property and seek equitable remedies to require the payment Lessee to maintain the insurance coverage referred to in Section 12 of Excluded Payments due the Lease and payable to it. Notwithstanding specific performance of the foregoing, and subject covenants of the Lessee under the Lease relating to the provisions protection, maintenance, possession and use of Sections 4.03 the Units; provided, that the rights referred to in this clause (a) shall not be deemed to include the exercise of any remedies provided for in Section 15.1 of the Lease other than the right to proceed by appropriate court action, either at law or in equity, to enforce payment by the Lessee of such amounts included in Excepted Property or obtain specific performance by the Lessee of such insurance covenant or for specific performance of any other covenant of the Lessee or to recover damages for the breach thereof and 4.04(a)(ii) to adjust Basic Rent, the percentages relating to Stipulated Loss Value and Termination Value and Early Trust Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant to exercise the remedies set forth in Section 15 of any Lease and in Article IV hereof. TRUST INDENTURESecurity Agreement (GARC II 98-A)

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions of this Indenture, including the Granting Clause, but subject always to the penultimate paragraph of this Section 5.11, the following rights (the "Excepted Rights") shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: TRUST INDENTURE: (a) at all times subject to the Owner Trustee shall have the rightIntercreditor Agreement, together with the Indenture Trustee, to receive from the Lessee all notices, certificates, reports, filings, opinions of counsel and other documents and all information which any thereof is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Indenture Document; (b) so long as no Indenture Default Owner Participant shall have occurred and be continuing, the Owner Trustee shall have the right together with the Indenture Trustee (consent of both being required except in the case of clause (iii) below) (i) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee pursuant to express provisions of the Indenture Documents, (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii) to exercise inspection rights pursuant to Section 12 of any Lease; (c) the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee under any Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 of the Lease to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee under Section 11 of any Lease); and (d) at all times each of the Owner Trustee (as Owner Trustee, as The Bank and as Lessor) and the Owner Participant shall have retain the right, to the exclusion of the Indenture Trustee, (i) to demand, collect, xxx for or otherwise obtain all amounts included in Excepted Property from the Lessee, exercise any election or option or make any decision or determination or give or receive any notice, consent, waiver or approval in respect of any Excepted Property and seek equitable remedies to require the payment Lessee to maintain the insurance coverage referred to in Section 12 of Excluded Payments due the Lease and payable to it. Notwithstanding specific performance of the foregoing, and subject covenants of the Lessee under the Lease relating to the provisions protection, maintenance, possession and use of Sections 4.03 the Units; provided, that the rights referred to in this clause (a) shall not be deemed to include the exercise of any remedies provided for in Section 15.1 of the Lease other than the right to proceed by appropriate court action, either at law or in equity, to enforce payment by the Lessee of such amounts included in Excepted Property or obtain specific performance by the Lessee of such insurance covenant or for specific performance of any other covenant of the Lessee or to recover damages for the breach thereof and 4.04(a)(ii) to adjust Basic Rent, the Indenture Trustee shall at all times have percentages relating to Stipulated Loss Value and Termination Value and Early Purchase Price as provided in Section 3.4 of the rightLease and Section 2.6 of the Participation Agreement, subject always to the exclusion second paragraph of Section 3.2 of the Owner Trustee Lease and the Owner Participant to exercise second sentence of the remedies set forth in Section 15 definitions of any Lease "Stipulated Loss Value", "Termination Value" and in Article IV hereof. TRUST INDENTURE"Early Purchase Price";

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions of this Indenture, including the Granting Clause, but subject always to the final paragraph of this Section 5.10, the following rights shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: TRUST INDENTURE: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue xxx or otherwise obtain all amounts included in Trust Indenture 73 - 68 - Excepted Payments from the Lessee, exercise any election or option or make any decision or determination or give or receive any notice, consent, waiver or approval in respect of any Excepted Payment and seek legal or equitable remedies to require the Lessee to maintain the insurance coverage referred to in Section 12 of the Lease (or the comparable provisions of any Assigned Sublease) and such specific performance of the covenants of the Lessee under the Lease (or the comparable provisions of any Assigned Sublease) relating to the protection, maintenance, possession and use of the Engine; provided, that the rights referred to in this clause (a) shall not be deemed to include the exercise of any remedies provided for in Section 18 of the Lease (or the comparable provisions of any Assigned Sublease) other than the right to proceed by appropriate court action, either at law or in equity, to enforce payment by the Lessee of such amounts included in Excepted Payments or performance by the Lessee of such insurance covenant or to recover damages for the breach thereof or for specific performance of any covenant of the Lessee; (i) the Indenture Trustee shall not, without the consent of the Owner Trustee, enter into, execute and deliver amendments or modifications in respect of any of the provisions of the Lease, any Assigned Sublease or any Sublease Assignment and (ii) unless an Indenture Event of Default and an Indenture Trustee Event shall have occurred and be continuing, the Indenture Trustee shall not, without the consent of the Owner Trustee, which consent shall not be withheld if no right or interest of the Owner Trustee or the Owner Participant shall be materially diminished or impaired thereby, (A) enter into, execute and deliver waivers or consents in respect of any of the provisions of the Lease, any Assigned Sublease or any Sublease Assignment, or (B) approve any accountants, engineers, appraisers or counsel as satisfactory to render services for or issue opinions to the Owner Trustee pursuant to the Operative Documents; provided that, whether or not an Indenture Event of Default has occurred and is continuing, the Owner Trustee's consent shall be required with respect to any waivers or consents in respect of any of the provisions of Section 6, 12 or 16 of the Lease, or of any other Section of the Lease to the extent such action shall affect (y) the amount or timing of, or the right to enforce payment of any Excepted Payment or (z) the amount or timing of any amounts payable by the Lessee under the Lease as originally executed (or as subsequently modified with the consent of the Owner Trustee) which, absent the occurrence and continuance of an Indenture Event of Default hereunder, would be distributable to the Owner Trustee under Article III hereof; (c) at all times whether or not an Indenture Event of Default has occurred and is continuing, the Owner Trustee and the Owner Participant shall have the right, together with the Indenture Trustee, (i) to receive from the Lessee or any Permitted Sublessee all notices, certificates, reports, filings, opinions of counsel and other documents and all information which any thereof is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Indenture Document; Operative Document (b) so long as no Indenture Default shall have occurred and be continuing, the Owner Trustee shall have the right together with the Indenture Trustee (consent of both being required except in the case of clause (iii) below) (i) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee including pursuant to express provisions Section 10 of the Indenture DocumentsLease), (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii) to exercise inspection rights pursuant to Section 7 of the Lease, (iii) to retain all rights with respect to insurance maintained for its own account which Section 12 of any Lease; the Lease specifically confers on the Owner Participant and (civ) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee under any Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 21(d) of the Lease and to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee give notices of default under Section 11 17 of any the Lease); and (d) at except as expressly provided to the contrary in clauses (a), (b) and (c) above, so long as no Indenture Event of Default has occurred and is continuing, all times each rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee (as Owner Trustee, as The Bank and as Lessor) and the Owner Participant under the Lease shall have be exercised by the rightOwner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture TrusteeTrustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder; provided that the foregoing shall not, nor shall any other provision of this Section 5.10, limit (A) any rights separately and expressly granted to demandthe Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, collectwithout limitation, xxx for Section 15 of the Refunding Agreement) or (B) the right of the Indenture Trustee or any Note Holder to receive any funds to be delivered to the payment of Excluded Payments due and payable Owner Trustee under the Lease (except with respect to itExcepted Payments). Notwithstanding the foregoingforegoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and subject to the provisions rights of the Owner Participant under Sections 2.12 and 4.03 and 4.04(a)hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant Participant, to (A) demand, collect, sue xxx or otherwise receive and enforce the payment of all Rent due and payable under the Lease (other than any thereof constituting an Excepted Payment or Excepted Right), (B) declare the Lease to be in default under Section 18 thereof and (C) subject only to the provisions of Sections 4.03 and 4.04(a) hereof, exercise the remedies set forth in such Section 15 of any Lease 18 (other than in connection with Excepted Payments) and in Article IV hereof. TRUST INDENTURE.

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions of this Indenture, including the Granting Clause, but subject always to the final paragraph of this Section 5.10, the following rights shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: TRUST INDENTURE: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue xxx or otherwise obtain all amounts included in Excepted Payments from the Lessee, exercise any election or option or make any decision or determination or give or receive any notice, consent, waiver or approval in respect of any Excepted Payment and seek legal or equitable remedies to require the Lessee to maintain the insurance coverage referred to in Section 12 of the Lease (or the comparable provisions of any Assigned Sublease) and such specific performance of the covenants of the Lessee under the Lease (or the comparable provisions of any Assigned Sublease) relating to the protection, maintenance, possession and use of the Engine; provided, that the rights referred to in this clause (a) shall not be deemed to include the exercise of any remedies provided for in Section 18 of the Lease (or the comparable provisions of any Assigned Sublease) other than the right to proceed by appropriate court action, either at law or in equity, to enforce payment by the Lessee of such amounts included in Excepted Payments or performance by the Trust Indenture 76 - 71 - Lessee of such insurance covenant or to recover damages for the breach thereof or for specific performance of any covenant of the Lessee; (b) unless an Indenture Event of Default and an Indenture Trustee Event shall have occurred and be continuing, the Indenture Trustee shall not, without the consent of the Owner Trustee, which consent shall not be withheld if no right or interest of the Owner Trustee or the Owner Participant shall be materially diminished or impaired thereby, (i) enter into, execute and deliver amendments, modifications, waivers or consents in respect of any of the provisions of the Lease, any Assigned Sublease or any Sublease Assignment, or (ii) approve any accountants, engineers, appraisers or counsel as satisfactory to render services for or issue opinions to the Owner Trustee pursuant to the Operative Documents; provided that, whether or not an Indenture Event of Default has occurred and is continuing, the Owner Trustee's consent shall be required with respect to any amendments, modifications, waivers or consents in respect of any of the provisions of Sections 6, 12 or 16 of the Lease, or of any other Section of the Lease to the extent such action shall affect (y) the amount or timing of, or the right to enforce payment of any Excepted Payment or (z) the amount or timing of any amounts payable by the Lessee under the Lease as originally executed (or as subsequently modified with the consent of the Owner Trustee) which, absent the occurrence and continuance of an Indenture Event of Default hereunder, would be distributable to the Owner Trustee under Article III hereof; (c) at all times whether or not an Indenture Event of Default has occurred and is continuing, the Owner Trustee and the Owner Participant shall have the right, together with the Indenture Trustee, (i) to receive from the Lessee or any Permitted Sublessee all notices, certificates, reports, filings, opinions of counsel and other documents and all information which any thereof is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Indenture Document; Operative Document (b) so long as no Indenture Default shall have occurred and be continuing, the Owner Trustee shall have the right together with the Indenture Trustee (consent of both being required except in the case of clause (iii) below) (i) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee including pursuant to express provisions Section 10 of the Indenture DocumentsLease), (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii) to exercise inspection rights pursuant to Section 7 of the Lease, (iii) to retain all rights with respect to insurance maintained for its own account which Section 12 of any Lease; the Lease specifically confers on the Owner Participant and (civ) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee under any Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 21(d) of the Lease and to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee give notices of default under Section 11 17 of any the Lease); and (d) at except as expressly provided to the contrary in clauses (a), (b) and (c) above, so long as no Indenture Event of Default has occurred and is continuing, all times each rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee (as Owner Trustee, as The Bank and as Lessor) and the Owner Participant under the Lease shall have be exercised by the rightOwner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture TrusteeTrustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder; provided that the foregoing shall not, nor shall any other provision of this Section 5.10, limit (A) any rights separately and expressly granted to demandthe Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, collectwithout limitation, xxx for Section 15 of the Refunding Agreement) or (B) the right of the Indenture Trustee or any Note Holder to receive any funds to be delivered to the payment of Excluded Payments due and payable Owner Trustee under the Lease (except with respect to itExcepted Payments). Notwithstanding the foregoingforegoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and subject to the provisions rights of the Owner Participant under Sections 2.12 and 4.03 and 4.04(a)hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant Participant, to (A) demand, collect, sue xxx or otherwise receive and enforce the payment of all Rent due and payable under the Lease (other than any thereof constituting an Excepted Payment or Excepted Right), (B) declare the Lease to be in default under Section 18 thereof and (C) subject only to the provisions of Sections 4.03 and 4.04(a) hereof, exercise the remedies set forth in such Section 15 of any Lease 18 (other than in connection with Excepted Payments) and in Article IV hereof. TRUST INDENTURE.

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions of this Indenture, including the Granting Clause, but subject always to the final paragraph of this Section 5.10, the following rights shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: TRUST INDENTURE: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue xxx or otherwise obtain all amounts included in Excepted Payments from the Lessee, exercise any election or Trust Indenture 74 - 69 - option or make any decision or determination or give or receive any notice, consent, waiver or approval in respect of any Excepted Payment and seek legal or equitable remedies to require the Lessee to maintain the insurance coverage referred to in Section 12 of the Lease (or the comparable provisions of any Assigned Sublease) and such specific performance of the covenants of the Lessee under the Lease (or the comparable provisions of any Assigned Sublease) relating to the protection, maintenance, possession and use of the Aircraft; provided, that the rights referred to in this clause (a) shall not be deemed to include the exercise of any remedies provided for in Section 18 of the Lease (or the comparable provisions of any Assigned Sublease) other than the right to proceed by appropriate court action, either at law or in equity, to enforce payment by the Lessee of such amounts included in Excepted Payments or performance by the Lessee of such insurance covenant or to recover damages for the breach thereof or for specific performance of any covenant of the Lessee; (i) the Indenture Trustee shall not, without the consent of the Owner Trustee, enter into, execute and deliver amendments or modifications in respect of any of the provisions of the Lease, any Assigned Sublease or any Sublease Assignment and (ii) unless an Indenture Event of Default and an Indenture Trustee Event shall have occurred and be continuing, the Indenture Trustee shall not, without the consent of the Owner Trustee, which consent shall not be withheld if no right or interest of the Owner Trustee or the Owner Participant shall be materially diminished or impaired thereby, (A) enter into, execute and deliver waivers or consents in respect of any of the provisions of the Lease, any Assigned Sublease or any Sublease Assignment, or (B) approve any accountants, engineers, appraisers or counsel as satisfactory to render services for or issue opinions to the Owner Trustee pursuant to the Operative Documents; provided that, whether or not an Indenture Event of Default has occurred and is continuing, the Owner Trustee's consent shall be required with respect to any waivers or consents in respect of any of the provisions of Section 6, 12 or 16 of the Lease, or of any other Section of the Lease to the extent such action shall affect (y) the amount or timing of, or the right to enforce payment of any Excepted Payment or (z) the amount or timing of any amounts payable by the Lessee under the Lease as originally executed (or as subsequently modified with the consent of the Owner Trustee) which, absent the occurrence and continuance of an Indenture Event of Default hereunder, would be distributable to the Owner Trustee under Article III hereof; (c) at all times whether or not an Indenture Event of Default has occurred and is continuing, the Owner Trustee and the Owner Participant shall have the right, together with the Indenture Trustee, (i) to receive from the Lessee or any Permitted Sublessee all notices, certificates, reports, filings, opinions of counsel and other documents and all information which any thereof is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Indenture Document; Operative Document (b) so long as no Indenture Default shall have occurred and be continuing, the Owner Trustee shall have the right together with the Indenture Trustee (consent of both being required except in the case of clause (iii) below) (i) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee including pursuant to express provisions Section 10 of the Indenture DocumentsLease), (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii) to exercise inspection rights pursuant to Section 7 of the Lease, (iii) to retain all rights with respect to insurance maintained for its own account which Section 12 of any Lease; the Lease specifically confers on the Owner Participant and (civ) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee under any Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 21(d) of the Lease and to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee give notices of default under Section 11 17 of any the Lease); and (d) at except as expressly provided to the contrary in clauses (a), (b) and (c) above, so long as no Indenture Event of Default has occurred and is continuing, all times each rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee (as Owner Trustee, as The Bank and as Lessor) and the Owner Participant under the Lease shall have be exercised by the rightOwner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture TrusteeTrustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder; provided that the foregoing shall not, nor shall any other provision of this Section 5.10, limit (A) any rights separately and expressly granted to demandthe Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, collectwithout limitation, xxx for Section 15 of the Refunding Agreement) or (B) the right of the Indenture Trustee or any Note Holder to receive any funds to be delivered to the payment of Excluded Payments due and payable Owner Trustee under the Lease (except with respect to itExcepted Payments). Notwithstanding the foregoingforegoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and subject to the provisions rights of the Owner Participant under Sections 2.12 and 4.03 and 4.04(a)hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant Participant, to (A) demand, collect, sue xxx or otherwise receive and enforce the payment of all Rent due and payable under the Lease (other than any thereof constituting an Excepted Payment or Excepted Right), (B) declare the Lease to be in default under Section 18 thereof and (C) subject only to the provisions of Sections 4.03 and 4.04(a) hereof, exercise the remedies set forth in such Section 15 of any Lease 18 (other than in connection with Excepted Payments) and in Article IV hereof. TRUST INDENTURETrust Indenture 76 - 71 -

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions of this Indenture, including the Granting Clause, the following rights shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: TRUST INDENTURE: (a) at all times the Owner Trustee and the Owner Participant shall have the right, together with the Indenture Trustee, to receive from the Lessee all notices, certificates, reports, filings, opinions of counsel and other documents and all information which any thereof the Company is permitted or required to give or furnish to the Owner Participant, the Owner Trustee or the Lessor pursuant to any Indenture Document; (b) at all times (unless otherwise specified) the Owner Trustee shall have the right (1) to the exclusion of the Indenture Trustee but subject to and without affecting the provisions of Section 11.06, (i) to exercise the rights, elections and options of the Lessor to make any decision or determination and to give any notice, consent, waiver or approval with respect to any adjustments under Section 3.7 of the Lease or the identification of Permitted Foreign Air Carriers pursuant to Section 23 of the Lease, Sections 17 and 18 of the Participation Agreement, the Tax Indemnity Agreement and any provision of the Operative Agreements related to Excluded Payments, (ii) to exercise the rights, elections and options of the Lessor and to approve the purchase or other acquisition of the Aircraft by a Prohibited Person with respect to the termination of the Lease and solicitations of bids and appraisals pursuant to Section 9 of the Lease, or with respect to renewals or purchase options and terminations to take effect upon or after the payment in full (or assumption by the Company) of the obligations secured hereby, TRUST INDENTURE AND SECURITY AGREEMENT [N396SW] -49- 56 (iii) without limiting the terms of Section 8.03(e)(i), to effect cures pursuant to Section 20 of the Lease, and (iv) to maintain and exercise all rights regarding separate insurance with respect to the Aircraft for its own account pursuant to Section 11.7 of the Lease (provided, that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Company under Section 11 of the Lease) and (2) so long as no Indenture Event of Default shall have occurred and be continuing, (x) during the Owner Trustee shall have the right Floating Period, together with the Indenture Trustee (consent agreement of both being required except in required) and (y) during the case Fixed Period, to the exclusion of clause (iii) below) the Indenture Trustee (i) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee Trustee, together with the contents of any certificates and opinions to be delivered by such Persons, in each case pursuant to express provisions of the Indenture Documents, Operative Agreements and (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii3) together with the Indenture Trustee (each acting separately), to request all certificates and documents of Lessee, to request assignment of any sublease of the Aircraft and to exercise inspection rights pursuant to Section 12 of any the Lease; (c) at all times, the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee Company under any the Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, Aircraft and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 obtain performance by Lessee under Sections 11(a) and (b) of the Lease to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee under Section 11 of any Lease)Participation Agreement; and (d) at all times each of the Owner Trustee (as Owner Trustee, as The Bank individually and as Lessor) and the Owner Participant shall have the right, to the exclusion of the Indenture Trustee, to demand, collect, sue xxx for or receive the payment of of, and waive, modify or otherwise deal with Excluded Payments due and payable to it. Notwithstanding , and, in the foregoing, and subject to the provisions of Sections 4.03 and 4.04(a), the Indenture Trustee shall at all times have the right, to the exclusion case of the Owner Trustee and Participant, to give the Owner Participant written notice referred to exercise in the remedies set forth in proviso to Section 15 14.1 of any Lease and in Article IV hereof. TRUST INDENTUREthe Lease.

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions of this Indenture, including the Granting Clause, the following rights shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: TRUST INDENTURE: (a) at all times the Owner Trustee and the Owner Participant shall have the right, together with the Indenture Trustee, to receive from the Lessee all notices, certificates, reports, filings, opinions of counsel and other documents and all information which any thereof the Company is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Indenture Document; ; TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -45- 52 (b) at all times (unless otherwise specified) the Owner Trustee shall have the right (1) to the exclusion of the Indenture Trustee but subject to and without affecting the provisions of Section 11.06, (i) to exercise the rights, elections and options of the Lessor to make any decision or determination and to give any notice, consent, waiver or approval with respect to any adjustments under Section 3.7 of the Lease and Sections 17 and 18 of the Participation Agreement, (ii) to exercise the rights, elections and options of the Lessor with respect to the termination of the Lease and solicitations of bids and appraisals pursuant to Section 9 of the Lease, or with respect to renewals or purchase options and terminations to take effect upon or after the payment in full (or assumption by the Company) of the obligations secured hereby, (iii) subject to the terms of Section 8.03(e)(i), to effect cures pursuant to Section 20 of the Lease, and (iv) to maintain and exercise all rights regarding separate insurance with respect to the Aircraft for its own account pursuant to Section 11.7 of the Lease (provided, that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Company under Section 11 of the Lease) and (2) so long as no Indenture Event of Default shall have occurred and be continuing, (x) during the Owner Trustee shall have the right Floating Period, together with the Indenture Trustee (consent agreement of both being required except in required) and (y) during the case Fixed Period, to the exclusion of clause (iii) below) the Indenture Trustee (i) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee Trustee, together with the form of address and contents of any certificates and opinions to be delivered by such Persons, in each case pursuant to express provisions of the Indenture Documents, Operative Agreements and (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii3) together with the Indenture Trustee (each acting separately), to request all certificates and documents of Lessee, to request the assignment of any sublease of the Aircraft and to exercise inspection rights pursuant to Section 12 of any the Lease; (c) the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee under any Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 of the Lease to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee under Section 11 of any Lease); and (d) at all times each of the Owner Trustee (as Owner Trustee, as The Bank and as Lessor) and the Owner Participant shall have the right, to the exclusion of the Indenture Trustee, to demand, collect, xxx for or receive the payment of Excluded Payments due and payable to it. Notwithstanding the foregoing, and subject to the provisions of Sections 4.03 and 4.04(a), the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant to exercise the remedies set forth in Section 15 of any Lease and in Article IV hereof. TRUST INDENTURE

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions of this Indenture, including the Granting Clause, the following rights shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: TRUST INDENTURE: (a) at all times the Owner Trustee and the Owner Participant shall have the right, together with the Indenture Trustee, to receive from the Lessee all notices, certificates, reports, filings, opinions of counsel and other documents and all information which any thereof the Company is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Indenture Document; ; TRUST INDENTURE AND SECURITY AGREEMENT [N603SW] -45- 52 (b) at all times (unless otherwise specified) the Owner Trustee shall have the right (1) to the exclusion of the Indenture Trustee but subject to and without affecting the provisions of Section 11.06, (i) to exercise the rights, elections and options of the Lessor to make any decision or determination and to give any notice, consent, waiver or approval with respect to any adjustments under Section 3.7 of the Lease and Sections 17 and 18 of the Participation Agreement, (ii) to exercise the rights, elections and options of the Lessor with respect to the termination of the Lease and solicitations of bids and appraisals pursuant to Section 9 of the Lease, or with respect to renewals or purchase options and terminations to take effect upon or after the payment in full (or assumption by the Company) of the obligations secured hereby, (iii) subject to the terms of Section 8.03(e)(i), to effect cures pursuant to Section 20 of the Lease, and (iv) to maintain and exercise all rights regarding separate insurance with respect to the Aircraft for its own account pursuant to Section 11.7 of the Lease (provided, that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Company under Section 11 of the Lease) and (2) so long as no Indenture Event of Default shall have occurred and be continuing, (x) during the Owner Trustee shall have the right Floating Period, together with the Indenture Trustee (consent agreement of both being required except in required) and (y) during the case Fixed Period, to the exclusion of clause (iii) below) the Indenture Trustee (i) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee Trustee, together with the contents of any certificates and opinions to be delivered by such Persons, in each case pursuant to express provisions of the Indenture Documents, Operative Agreements and (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii3) together with the Indenture Trustee (each acting separately), to request all certificates and documents of Lessee, to request assignment of any sublease of the Aircraft and to exercise inspection rights pursuant to Section 12 of any the Lease; (c) the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee under any Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 of the Lease to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee under Section 11 of any Lease); and (d) at all times each of the Owner Trustee (as Owner Trustee, as The Bank and as Lessor) and the Owner Participant shall have the right, to the exclusion of the Indenture Trustee, to demand, collect, xxx for or receive the payment of Excluded Payments due and payable to it. Notwithstanding the foregoing, and subject to the provisions of Sections 4.03 and 4.04(a), the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant to exercise the remedies set forth in Section 15 of any Lease and in Article IV hereof. TRUST INDENTURE

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions of this Indenture, including the Granting Clause, the following rights shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: TRUST INDENTURE: (a) at all times the Owner Trustee and the Owner Participant shall have the right, together with the Indenture Trustee, to receive from the Lessee all notices, certificates, reports, filings, opinions of counsel and other documents and all information which any thereof the Company is permitted or required to give or furnish to the Owner Participant, the Owner Trustee or the Lessor pursuant to any Indenture Document; (b) at all times (unless otherwise specified) the Owner Trustee shall have the right (1) to the exclusion of the Indenture Trustee but subject to and without affecting the provisions of Section 11.06, (i) to exercise the rights, elections and options of the Lessor to make any decision or determination and to give any notice, consent, waiver or approval with respect to any adjustments under Section 3.7 of the Lease or the identification of Permitted Foreign Air Carriers pursuant to Section 23 of the Lease, Sections 17 and 18 of the Participation Agreement, the Tax Indemnity Agreement and any provision of the Operative Agreements related to Excluded Payments, (ii) to exercise the rights, elections and options of the Lessor and to approve the purchase or other acquisition of the Aircraft by a Prohibited Person with respect to the termination of the Lease and solicitations of bids and appraisals pursuant to Section 9 of the Lease, or with respect to renewals or purchase options and terminations to take effect upon or after the payment in full (or assumption by the Company) of the obligations secured hereby, TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -49- 56 (iii) without limiting the terms of Section 8.03(e)(i), to effect cures pursuant to Section 20 of the Lease, and (iv) to maintain and exercise all rights regarding separate insurance with respect to the Aircraft for its own account pursuant to Section 11.7 of the Lease (provided, that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Company under Section 11 of the Lease) and (2) so long as no Indenture Event of Default shall have occurred and be continuing, (x) during the Owner Trustee shall have the right Floating Period, together with the Indenture Trustee (consent agreement of both being required except in required) and (y) during the case Fixed Period, to the exclusion of clause (iii) below) the Indenture Trustee (i) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee Trustee, together with the contents of any certificates and opinions to be delivered by such Persons, in each case pursuant to express provisions of the Indenture Documents, Operative Agreements and (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii3) together with the Indenture Trustee (each acting separately), to request all certificates and documents of Lessee, to request assignment of any sublease of the Aircraft and to exercise inspection rights pursuant to Section 12 of any the Lease; (c) at all times, the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee Company under any the Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, Aircraft and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 obtain performance by Lessee under Sections 11(a) and (b) of the Lease to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee under Section 11 of any Lease)Participation Agreement; and (d) at all times each of the Owner Trustee (as Owner Trustee, as The Bank individually and as Lessor) and the Owner Participant shall have the right, to the exclusion of the Indenture Trustee, to demand, collect, sue xxx for or receive the payment of of, and waive, modify or otherwise deal with Excluded Payments due and payable to it. Notwithstanding , and, in the foregoing, and subject to the provisions of Sections 4.03 and 4.04(a), the Indenture Trustee shall at all times have the right, to the exclusion case of the Owner Trustee and Participant, to give the Owner Participant written notice referred to exercise in the remedies set forth in proviso to Section 15 14.1 of any Lease and in Article IV hereof. TRUST INDENTUREthe Lease.

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions of this Indenture, including the Granting Clause, the following rights shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: TRUST INDENTURE (a) at all times the Owner Trustee shall have the right, together with the Indenture Trustee, to receive from the Lessee all notices, certificates, reports, filings, opinions of counsel and other documents and all information which any thereof is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Indenture Document; (b) so long as no Indenture Default shall have occurred and be continuing, the Owner Trustee shall have the right together with the Indenture Trustee (consent of both being required except in the case of clause (iii) below) (i) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee pursuant to express provisions of the Indenture Documents, (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii) to exercise inspection rights pursuant to Section 12 of any Lease; (c) the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee under any Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 of the Lease to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under -------- any insurance required to be maintained by the Lessee under Section 11 of any Lease); and (d) at all times each of the Owner Trustee (as Owner Trustee, as The Bank and as Lessor) and the Owner Participant shall have the right, to the exclusion of the Indenture Trustee, to demand, collect, xxx for or receive the payment of Excluded Payments due and payable to it. Notwithstanding the foregoing, and subject to the provisions of Sections 4.03 and 4.04(a), the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant to exercise the remedies set forth in Section 15 of any Lease and in Article IV hereof. TRUST INDENTURE

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions of this Indenture, including the Granting Clause, the following rights shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: TRUST INDENTURE: (a) at all times the Owner Trustee and the Owner Participant shall have the right, together with the Indenture Trustee, to receive from the Lessee all notices, certificates, reports, filings, opinions of counsel and other documents and all information which any thereof the Company is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Indenture Document; ; TRUST INDENTURE AND SECURITY AGREEMENT [N602SW] -45- 52 (b) at all times (unless otherwise specified) the Owner Trustee shall have the right (1) to the exclusion of the Indenture Trustee but subject to and without affecting the provisions of Section 11.06, (i) to exercise the rights, elections and options of the Lessor to make any decision or determination and to give any notice, consent, waiver or approval with respect to any adjustments under Section 3.7 of the Lease and Sections 17 and 18 of the Participation Agreement, (ii) to exercise the rights, elections and options of the Lessor with respect to the termination of the Lease and solicitations of bids and appraisals pursuant to Section 9 of the Lease, or with respect to renewals or purchase options and terminations to take effect upon or after the payment in full (or assumption by the Company) of the obligations secured hereby, (iii) subject to the terms of Section 8.03(e)(i), to effect cures pursuant to Section 20 of the Lease, and (iv) to maintain and exercise all rights regarding separate insurance with respect to the Aircraft for its own account pursuant to Section 11.7 of the Lease (provided, that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Company under Section 11 of the Lease) and (2) so long as no Indenture Event of Default shall have occurred and be continuing, (x) during the Owner Trustee shall have the right Floating Period, together with the Indenture Trustee (consent agreement of both being required except in required) and (y) during the case Fixed Period, to the exclusion of clause (iii) below) the Indenture Trustee (i) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee Trustee, together with the contents of any certificates and opinions to be delivered by such Persons, in each case pursuant to express provisions of the Indenture Documents, Operative Agreements and (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii3) together with the Indenture Trustee (each acting separately), to request all certificates and documents of Lessee, to request assignment of any sublease of the Aircraft and to exercise inspection rights pursuant to Section 12 of any the Lease; (c) the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee under any Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 of the Lease to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee under Section 11 of any Lease); and (d) at all times each of the Owner Trustee (as Owner Trustee, as The Bank and as Lessor) and the Owner Participant shall have the right, to the exclusion of the Indenture Trustee, to demand, collect, xxx for or receive the payment of Excluded Payments due and payable to it. Notwithstanding the foregoing, and subject to the provisions of Sections 4.03 and 4.04(a), the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant to exercise the remedies set forth in Section 15 of any Lease and in Article IV hereof. TRUST INDENTURE

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions of this Indenture, including the Granting Clause, but subject always to the final paragraph of this Section 5.10, the following rights shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: TRUST INDENTURE: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue xxx or otherwise obtain all amounts included in Excepted Payments from the Lessee, exercise any election or option or make any decision or determination or give or receive any notice, consent, waiver or approval in respect of any Excepted Payment and seek legal or equitable remedies to require the Lessee to maintain the insurance coverage referred to in Section 12 of the Lease (or the comparable provisions of any Assigned Sublease) and such specific performance of the covenants of the Lessee under the Lease (or the comparable provisions of any Assigned Sublease) relating to the protection, maintenance, possession and use of the Aircraft; provided, that the rights referred to in this clause (a) shall not be deemed to include the exercise of any remedies provided for in Section 18 of the Lease (or the comparable provisions of any Assigned Sublease) other than the right to proceed by appropriate court action, either at law or in equity, to enforce payment by the Lessee of such amounts included in Excepted Payments or performance by the Lessee of such insurance covenant or to recover damages for the breach thereof or for specific performance of any covenant of the Lessee; (b) unless an Indenture Event of Default and an Indenture Trustee Event shall have occurred and be continuing, the Indenture Trustee shall not, without the consent of the Owner Trustee, which consent shall not be withheld if no right or interest of the Owner Trustee or the Owner Participant shall be materially diminished or impaired thereby, (i) enter into, execute and deliver amendments, modifications, waivers or consents in respect of any of the provisions of the Lease, any Assigned Sublease or any Sublease Assignment, or (ii) approve any accountants, engineers, appraisers or counsel as satisfactory to render Trust Indenture services for or issue opinions to the Owner Trustee pursuant to the Operative Documents; provided that, whether or not an Indenture Event of Default has occurred and is continuing, the Owner Trustee's consent shall be required with respect to any amendments, modifications, waivers or consents in respect of any of the provisions of Sections 6, 12 or 16 of the Lease, or of any other Section of the Lease to the extent such action shall affect (y) the amount or timing of, or the right to enforce payment of any Excepted Payment or (z) the amount or timing of any amounts payable by the Lessee under the Lease as originally executed (or as subsequently modified with the consent of the Owner Trustee) which, absent the occurrence and continuance of an Indenture Event of Default hereunder, would be distributable to the Owner Trustee under Article III hereof; (c) at all times whether or not an Indenture Event of Default has occurred and is continuing, the Owner Trustee and the Owner Participant shall have the right, together with the Indenture Trustee, (i) to receive from the Lessee or any Permitted Sublessee all notices, certificates, reports, filings, opinions of counsel and other documents and all information which any thereof is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Indenture Document; Operative Document (b) so long as no Indenture Default shall have occurred and be continuing, the Owner Trustee shall have the right together with the Indenture Trustee (consent of both being required except in the case of clause (iii) below) (i) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee including pursuant to express provisions Section 10 of the Indenture DocumentsLease), (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii) to exercise inspection rights pursuant to Section 7 of the Lease, (iii) to retain all rights with respect to insurance maintained for its own account which Section 12 of any Lease; the Lease specifically confers on the Owner Participant and (civ) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee under any Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 21(d) of the Lease and to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee give notices of default under Section 11 17 of any the Lease); and (d) at except as expressly provided to the contrary in clauses (a), (b) and (c) above, so long as no Indenture Event of Default has occurred and is continuing, all times each rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee (as Owner Trustee, as The Bank and as Lessor) and the Owner Participant under the Lease shall have be exercised by the rightOwner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture TrusteeTrustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder; provided that the foregoing shall not, nor shall any other provision of this Section 5.10, limit (A) any rights separately and expressly granted to demandthe Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, collectwithout limitation, xxx for Section 15 of the Refunding Agreement) or (B) the right of the Indenture Trustee or any Note Holder Trust Indenture to receive any funds to be delivered to the payment of Excluded Payments due and payable Owner Trustee under the Lease (except with respect to itExcepted Payments). Notwithstanding the foregoingforegoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and subject to the provisions rights of the Owner Participant under Sections 2.12 and 4.03 and 4.04(a)hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant Participant, to (A) demand, collect, sue xxx or otherwise receive and enforce the payment of all Rent due and payable under the Lease (other than any thereof constituting an Excepted Payment), (B) declare the Lease to be in default under Section 18 thereof and (C) subject only to the provisions of Sections 4.03 and 4.04(a) hereof, exercise the remedies set forth in such Section 15 of any Lease 18 (other than in connection with Excepted Payments) and in Article IV hereof. TRUST INDENTURE.

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions provision of this Indenture, including the Granting Clause, or of any other Operative Agreement, the following rights shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) be, to the extent described herein: TRUST INDENTURE: (a) at to the exclusion of the Indenture Trustee, so long as no Specified Indenture Default or Indenture Event of Default shall have occurred and be continuing, (i) subject to and without affecting the provisions of the Lease referred to in clauses (iv) and (v) of the proviso of the first sentence of Section 8.01 hereof, to exercise the rights, elections and options of the Owner Trustee to make any decision or determination and to give any notice, consent, waiver or approval with respect to any adjustments of Basic Rent, EBO Amount and Termination Value under Section 3(d) of the Lease (but subject to Section 3(f) of the Lease) and (ii) to exercise all times rights as Owner Trustee with respect to any determination of Fair Market Rental Value or Fair Market Sales Value under Section 13 of the Lease and to exercise the rights of the Lessor (x) upon the return of the Aircraft under Section 12 of the Lease and (y) under Sections 13(a) and 13(b)(i)(B) or (C) of the Lease; (b) the Owner Trustee shall have the right, together with the Indenture Trustee, whether or not an Indenture Default or an Indenture Event of Default shall have occurred and be continuing, to exercise all rights of Owner Trustee under Sections 7(e) and 8 (with respect to accepting any Replacement Aircraft or Replacement Engine), 18 (to the extent permitted by Section 4.03) and 22 of the Lease; (c) the Owner Trustee shall have the right, together with the Indenture Trustee, whether or not an Indenture Default or an Indenture Event of Default shall have occurred and be continuing, to exercise (i) the rights of Owner Trustee under Section 9 (with respect to insurance coverage and endorsements) of the Lease and to receive from the Lessee all notices, financial statements, certificates, reports, filings, opinions of counsel counsel, and other documents and all information which any thereof that the Lessee is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Indenture Documentthe Lease and (ii) inspection rights pursuant to Section 6 of the Lease; (bd) so long as no to the exclusion of the Indenture Trustee, whether or not an Indenture Default or an Indenture Event of Default shall have occurred and be continuing, (i) all rights of the Owner Trustee shall have to exercise any election or option or make any decision or determination or give or receive any notice, consent, waiver, or approval in respect of, or demand, collect, xxx for, or otherwise obtain all amounts due from the right together with the Indenture Trustee (consent of both being required except in the case of clause (iii) below) (i) to approve as satisfactory Lessee or Guarantor on account of, any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee pursuant to express provisions of the Indenture DocumentsExcluded Payments, (ii) the right of the Owner Trustee to grant such consentsmaintain separate insurance pursuant to Section 9(f) of the Lease, approvals and waivers as may be requested under the Indenture Documents and (iii) the right of the Owner Trustee to exercise inspection rights solicit bids or retain the Aircraft pursuant to Section 12 14 of any the Lease; (ce) the right, jointly (but not independently) with the Indenture Trustee, (1) so long as no Specified Indenture Default or Indenture Event of Default shall have occurred and be continuing, to consent to or approve or enter into any amendment, modification, or supplement of, or to grant any waiver in respect of, any of the Indenture Documents (other than any amendment, modification, supplement or waiver relating solely to the Loan Participant or its interest in the Indenture Estate) and (2) if a Specified Indenture Default or an Indenture Event of Default shall have occurred and be continuing, to consent to or approve or enter into any amendment, modification, or supplement of, or grant any waiver in respect of (A) any provision of the Lease if the effect thereof is to decrease the amount or defer the payment of any Rent, including any amounts payable under Section 3, 8, 13(b) or 14(b) of the Lease, (B) Sections 5, 12 and 17 (but in each case only in respect of return conditions) of the Lease, (C) Section 9 of the Lease in respect of insurance policies and the proceeds thereof which by the terms of such policies are payable to the Owner Participant or the Owner Trustee and not to the Indenture Trustee or the Loan Participant, (D) Section 20(a) of the Lease (but only in respect of any consent to assignment by the Lessee of its rights or obligations under the Lease) and (E) any other provision of the Lease if such amendment, modification, supplement or waiver would impose any additional affirmative obligations upon the Owner Trustee or the Owner Participant, provided, however, that the provisions of clauses (2)(A) -------- ------- and (2)(B) of this Section 5.09(e) shall not affect the right of the Indenture Trustee to approve or consent to any matter or accept any modified performance under the Lease without the consent of the Owner Trustee or the Owner Participant, so long as such consent, approval or acceptance does not purport to bind the Owner Trustee vis-a-vis the Lessee or purport to constitute, as between the Owner Trustee and the Lessee, a waiver of the rights of the Owner Trustee under the Lease or an amendment or modification of the obligations of the Lessee under the Lease; (f) the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee under any the Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 of the Lease to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee under Section 11 of any Lease); and (dg) at all times each so long as no Specified Indenture Default or Indenture Event of the Owner Trustee (as Owner Trustee, as The Bank and as Lessor) and the Owner Participant Default shall have occurred and be continuing, the right, to the exclusion of together with the Indenture Trustee, to demandexercise all other rights, collectpowers, xxx for privileges and remedies under any Indenture Document (other than the Lease (other than relating to Excluded Payments)) or receive consent to or approve any other matter referred to in any Indenture Document (other than the payment Lease (other than relating to Excluded Payments)) as requiring or being subject to the consent or approval of the Owner Trustee. Upon consummation of a foreclosure of the Lien and security interest of the Indenture on the Indenture Estate, all rights of the Owner Trustee or the Owner Participant (as the case may be) under this Section 5.09 shall terminate, except insofar as such rights relate to Excluded Payments due and payable to itPayments. Notwithstanding the foregoing, and subject to the provisions of Sections 4.03 and 4.04(a), the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant to exercise the remedies set forth in Section 15 17 of any the Lease (other than in connection with Excluded Payments) and in Article IV hereof. TRUST INDENTURE.

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions of this Trust Indenture Indenture, including the Granting Clause, but subject always to the final paragraph of this Section 5.10, the following rights shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: TRUST INDENTURE: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue xxx or otherwise obtain all amounts included in Excepted Payments from the Lessee, exercise any election or option or make any decision or determination or give or receive any notice, consent, waiver or approval in respect of any Excepted Payment and seek legal or equitable remedies to require the Lessee to maintain the insurance coverage referred to in Section 12 of the Lease (or the comparable provisions of any Assigned Sublease) and such specific performance of the covenants of the Lessee under the Lease (or the comparable provisions of any Assigned Sublease) relating to the protection, maintenance, possession and use of the Aircraft; provided, that the rights referred to in this clause (a) shall not be deemed to include the exercise of any remedies provided for in Section 18 of the Lease (or the comparable provisions of any Assigned Sublease) other than the right to proceed by appropriate court action, either at law or in equity, to enforce payment by the Lessee of such amounts included in Excepted Payments or performance by the Lessee of such insurance covenant or to recover damages for the breach thereof or for specific performance of any covenant of the Lessee; (b) unless an Indenture Event of Default and an Indenture Trustee Event shall have occurred and be continuing, the Indenture Trustee shall not, without the consent of the Owner Trustee, which consent shall not be withheld if no right or interest of the Owner Trustee or the Owner Participant shall be materially diminished or impaired thereby, (i) enter into, execute and deliver amendments, modifications, waivers or consents in respect of any of the provisions of the Lease, any Assigned Sublease or any Sublease Assignment, or (ii) approve any accountants, engineers, appraisers or counsel as satisfactory to render services for or issue opinions to the Owner Trustee pursuant to the Operative Documents; provided that, whether or not an Indenture Event of Default has occurred and is continuing, the Owner Trustee's consent shall be required with respect to any amendments, modifications, waivers or consents in respect of any of the provisions of Section 6, 12 or 16 of the Lease, or of any other Section of the Lease to the extent such action shall affect (y) the amount or timing of, Trust Indenture or the right to enforce payment of any Excepted Payment or (z) the amount or timing of any amounts payable by the Lessee under the Lease as originally executed (or as subsequently modified with the consent of the Owner Trustee) which, absent the occurrence and continuance of an Indenture Event of Default hereunder, would be distributable to the Owner Trustee under Article III hereof; (c) at all times whether or not an Indenture Event of Default has occurred and is continuing, the Owner Trustee and the Owner Participant shall have the right, together with the Indenture Trustee, (i) to receive from the Lessee or any Permitted Sublessee all notices, certificates, reports, filings, opinions of counsel and other documents and all information which any thereof is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Indenture Document; Operative Document (b) so long as no Indenture Default shall have occurred and be continuing, the Owner Trustee shall have the right together with the Indenture Trustee (consent of both being required except in the case of clause (iii) below) (i) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee including pursuant to express provisions Section 10 of the Indenture DocumentsLease), (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii) to exercise inspection rights pursuant to Section 7 of the Lease, (iii) to retain all rights with respect to insurance maintained for its own account which Section 12 of any Lease; the Lease specifically confers on the Owner Participant and (civ) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee under any Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 21(d) of the Lease and to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee give notices of default under Section 11 17 of any the Lease); and (d) at except as expressly provided to the contrary in clauses (a), (b) and (c) above, so long as no Indenture Event of Default has occurred and is continuing, all times each rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee (as Owner Trustee, as The Bank and as Lessor) and the Owner Participant under the Lease shall have be exercised by the rightOwner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture TrusteeTrustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder; provided that the foregoing shall not, nor shall any other provision of this Section 5.10, limit (A) any rights separately and expressly granted to demandthe Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, collectwithout limitation, xxx for Section 15 of the Refunding Agreement) or (B) the right of the Indenture Trustee or any Note Holder to receive any funds to be delivered to the payment of Excluded Payments due and payable Owner Trustee under the Lease (except with respect to itExcepted Payments). Notwithstanding the foregoingforegoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and subject to the provisions rights of the Owner Participant under Sections 2.12 and 4.03 and 4.04(a)Trust Indenture 81 - 76 - hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant Participant, to (A) demand, collect, sue xxx or otherwise receive and enforce the payment of all Rent due and payable under the Lease (other than any thereof constituting an Excepted Payment), (B) declare the Lease to be in default under Section 18 thereof and (C) subject only to the provisions of Sections 4.03 and 4.04(a) hereof, exercise the remedies set forth in such Section 15 of any Lease 18 (other than in connection with Excepted Payments) and in Article IV hereof. TRUST INDENTURE.

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions of this Indenture, including the Granting Clause, the following rights shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: TRUST INDENTURE: (a) at all times the Owner Trustee and the Owner Participant shall have the right, together with the Indenture Trustee, to receive from the Lessee all notices, certificates, reports, TRUST INDENTURE AND SECURITY AGREEMENT [N620SW] -46- 53 filings, opinions of counsel and other documents and all information which any thereof the Company is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Indenture Document; (b) at all times (unless otherwise specified in the Lease) the Owner Trustee shall have the right (1) to the exclusion of the Indenture Trustee but subject to and without affecting the provisions of Section 11.06, (i) to exercise the rights, elections and options of the Lessor to make any decision or determination to exercise rights and to give any notice, consent, waiver or approval under Section 3.7 or (with respect to liability insurance for the Owner Participant and Owner Trustee) 11, of the Lease and Sections 17 and 18 of the Participation Agreement, (ii) to exercise the rights, elections and options of the Lessor with respect to the termination of the Lease and solicitations of bids and appraisals pursuant to Section 9 of the Lease, or with respect to renewals or purchase options and terminations to take effect upon or after the payment in full (or assumption by the Company) of the obligations secured hereby, (iii) to effect cures pursuant to Section 20 of the Lease; provided that this will not be deemed to cure the related Event of Default unless permitted by the terms of Section 8.03(e)(i), and (iv) to maintain and exercise all rights regarding separate insurance with respect to the Aircraft for its own account pursuant to Section 11.7 of the Lease (provided, that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Company under Section 11 of the Lease) and (2) so long as no Indenture Event of Default shall have occurred and be continuing, (x) during the Owner Trustee shall have the right Floating Period, together with the Indenture Trustee (consent agreement of both being required except in required) and (y) during the case Fixed Period, to the exclusion of clause (iii) below) the Indenture Trustee (i) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee Trustee, together with the contents of any certificates and opinions to be delivered by such Persons, in each case pursuant to express provisions of the Indenture Documents, Operative Agreements and (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii3) together with the Indenture Trustee (each acting separately), to request all certificates and documents of Lessee, to request assignment of any sublease of the Aircraft and to exercise inspection rights pursuant to Section 12 of any the Lease; (c) at all times, the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee Company under any the Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, Aircraft and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 obtain performance by Lessee under Sections 11(a) and (b) of the Lease to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee under Section 11 of any Lease)Participation Agreement; and (d) at all times each of the Owner Trustee (as Owner Trustee, as The Bank individually and as Lessor) and the Owner Participant shall have the right, to the exclusion of the Indenture Trustee, to demand, collect, sue xxx for or receive the payment of of, and waive, modify or otherwise deal with Excluded Payments due and payable to it. Notwithstanding , and, in the foregoing, and subject to the provisions of Sections 4.03 and 4.04(a), the Indenture Trustee shall at all times have the right, to the exclusion case of the Owner Trustee and Participant, to give the Owner Participant written notice referred to exercise in the remedies set forth in proviso to Section 15 14.1 of any Lease and in Article IV hereofthe Lease. TRUST INDENTUREINDENTURE AND SECURITY AGREEMENT [N620SW] -47- 54 ARTICLE 10

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions of this Indenture, including the Granting Clause, but subject always to the final paragraph of this Section 5.10, the following rights shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: TRUST INDENTURE: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue xxx or otherwise obtain all amounts included in Excepted Payments from the Lessee, exercise any election or option or make any decision or determination or give or receive any notice, consent, waiver or approval in respect of any Excepted Payment and seek legal or equitable remedies to require the Lessee to maintain the insurance coverage referred to in Section 12 of the Lease (or the comparable provisions of any Assigned Sublease) and such specific performance of the covenants of the Lessee under the Lease (or the comparable provisions of any Assigned Sublease) relating to the protection, maintenance, possession and use of the Aircraft; provided, that the rights referred to in this clause (a) shall not be deemed to include the exercise of any remedies provided for in Section 18 of the Lease (or the comparable provisions of any Assigned Sublease) other than the right to proceed by appropriate court action, either at law or in equity, to enforce payment by the Lessee of such amounts included in Excepted Payments or performance by the Lessee of such insurance covenant or to recover damages for the breach thereof or for specific performance of any covenant of the Lessee; (b) unless an Indenture Event of Default and an Indenture Trustee Event shall have occurred and be continuing, the Indenture Trustee shall not, without the consent of the Owner Trustee, which consent shall not be withheld if no right or interest of the Owner Trustee or the Owner Participant shall be materially diminished or impaired thereby, (i) enter into, execute and deliver amendments, modifications, waivers or consents in respect of any of the provisions of the Lease, any Assigned Sublease or any Sublease Assignment, or (ii) approve any accountants, engineers, appraisers or counsel as satisfactory to render services for or issue opinions to the Owner Trustee pursuant to the Operative Documents; provided that, whether or not an Indenture Event of Default has occurred and is continuing, the Owner Trustee's consent shall be required with respect to any amendments, modifications, waivers or consents in respect of any of the provisions of Sections 6, 12 or 16 of the Lease, or of any other Section of the Lease to the extent such action shall affect (y) the amount or timing of, Trust Indenture or the right to enforce payment of any Excepted Payment or (z) the amount or timing of any amounts payable by the Lessee under the Lease as originally executed (or as subsequently modified with the consent of the Owner Trustee) which, absent the occurrence and continuance of an Indenture Event of Default hereunder, would be distributable to the Owner Trustee under Article III hereof; (c) at all times whether or not an Indenture Event of Default has occurred and is continuing, the Owner Trustee and the Owner Participant shall have the right, together with the Indenture Trustee, (i) to receive from the Lessee or any Permitted Sublessee all notices, certificates, reports, filings, opinions of counsel and other documents and all information which any thereof is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Indenture Document; Operative Document (b) so long as no Indenture Default shall have occurred and be continuing, the Owner Trustee shall have the right together with the Indenture Trustee (consent of both being required except in the case of clause (iii) below) (i) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee including pursuant to express provisions Section 10 of the Indenture DocumentsLease), (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii) to exercise inspection rights pursuant to Section 7 of the Lease, (iii) to retain all rights with respect to insurance maintained for its own account which Section 12 of any Lease; the Lease specifically confers on the Owner Participant and (civ) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee under any Lease relating to the protection, insurance, maintenance, possession and use of the Aircraft, and to maintain separate insurance with respect to any Aircraft pursuant to Section 11.6 21(d) of the Lease and to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee give notices of default under Section 11 17 of any the Lease); and (d) at except as expressly provided to the contrary in clauses (a), (b) and (c) above, so long as no Indenture Event of Default has occurred and is continuing, all times each rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee (as Owner Trustee, as The Bank and as Lessor) and the Owner Participant under the Lease shall have be exercised by the rightOwner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture TrusteeTrustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder; provided that the foregoing shall not, nor shall any other provision of this Section 5.10, limit (A) any rights separately and expressly granted to demandthe Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, collectwithout limitation, xxx for Section 15 of the Refunding Agreement) or (B) the right of the Indenture Trustee or any Note Holder to receive any funds to be delivered to the payment of Excluded Payments due and payable Owner Trustee under the Lease (except with respect to itExcepted Payments). Notwithstanding the foregoingforegoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and subject to the provisions rights of the Owner Participant under Sections 2.12 and 4.03 and 4.04(a)hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant Participant, Trust Indenture to (A) demand, collect, sue xxx or otherwise receive and enforce the payment of all Rent due and payable under the Lease (other than any thereof constituting an Excepted Payment or Excepted Right), (B) declare the Lease to be in default under Section 18 thereof and (C) subject only to the provisions of Sections 4.03 and 4.04(a) hereof, exercise the remedies set forth in such Section 15 of any Lease 18 (other than in connection with Excepted Payments) and in Article IV hereof. TRUST INDENTURE.

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions provision of this Indenture, including the Granting Clause, the following rights shall be reserved to the Owner Trustee or the Owner Participant, as the case may be (as separate and independent rights) ), to the extent described herein: TRUST INDENTURE: (a) at all times the Owner Trustee shall have the right, together with the Indenture Trustee, (i) to receive from the Lessee all notices, certificates, reports, filings, opinions of counsel and other documents and all information which any thereof the Lessee is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Indenture Document, (ii) to exercise inspection rights pursuant to Section 12 of the Lease; (iii) to exercise, to the extent permitted under Section 8.03 hereof, the rights of Lessor under Section 16 of the Lease; (iv) to retain all rights with respect to insurance maintained for its own account and not required pursuant to Section 11 of the Lease; and (v) separately, but not to the exclusion of the Indenture Trustee, to give notice pursuant to Section 14 of the Lease of a Lease Default or Lease Event of Default thereunder; (b) so long as no Indenture Default shall have occurred (together, if applicable, with a Replacement Engine or Engines) after an Event of Loss pursuant to Section 10(a)(ii) of the Lease and be continuing(z) inspection rights, pursuant to Sections 7(b), 9(a), 10(a) and 12 of the Owner Trustee shall have the right together with the Indenture Trustee Lease, respectively, and (consent of both being required except in the case of clause (iii) below) (iC) to approve as satisfactory any other accountants, inspectors, engineers or counsel to render services for or issue opinions to the Owner Trustee pursuant to express provisions of the Indenture Documents, (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (iii) to exercise inspection rights pursuant to Section 12 of any Lease; (c) the Owner Trustee shall have the non-exclusive right, as the Lessor, to seek specific performance of the covenants of the Lessee under any the Lease relating to the protection, insurance, maintenance, possession insurance and use maintenance of the Aircraft, Aircraft and to maintain separate insurance with respect to any the Aircraft pursuant to Section 11.6 11 of the Lease to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Lessee under Section 11 of any Lease); and; (d) at all times and whether or not an Indenture Event of Default has occurred and is continuing, each of the Owner Trustee (as Owner Trustee, as The Bank and as Lessor) the Trust Company and the Owner Participant shall have the right, to the exclusion of the Indenture Trustee, to demand, collect, xxx for or otherwise receive and enforce the payment of Excluded Excepted Payments due and payable to it. Notwithstanding it and, unless the foregoingLien of this Indenture shall have been foreclosed upon, to grant or withhold its consent to amendments or supplements to Indenture Documents required in accordance with Section 13.01 and subject to the provisions of Sections 4.03 and 4.04(a), the Indenture Trustee shall 13.02 hereof; and (e) at all times have the right, prior to the exclusion foreclosure of the Liens of this Indenture the consent of the Owner Trustee and shall be required to amend, modify or supplement, directly or indirectly, Sections 1 (if any modification of a definition contained therein would result in a modification of the Lease not permitted by this clause (e)), 3, 4, 5, 6 (to the extent such action would reduce the Lessee's obligations), 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 19, 20 or 21 of the Lease, or any other section of the Lease (to the extent any amendment or supplement to, or modification of, any such other section would, directly or indirectly, affect the amount or timing of any amounts payable by the Lessee under the Lease (as such Lease may have been modified with the consent of the Owner Participant Trustee) which amounts, absent the occurrence and continuance of an Indenture Event of Default, will be distributable to exercise the remedies set forth in Section 15 of any Lease and in Article IV hereof. TRUST INDENTUREOwner Trustee hereunder).