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, but subject always to the final paragraph of this Section 5.10, the following rights shall be reserved to the Owner Trustee or Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue ▇▇▇ 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 Trust Indenture 75 - 70 - 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 Trust Indenture 76 - 71 - and all information which any thereof is permitted or required to give or furnish to the Owner Trustee pursuant to any Operative Document (including pursuant to Section 10 of the Lease), (ii) 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 the Lease specifically confers on the Owner Participant and (iv) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d) of the Lease and to give notices of default under Section 17 of the Lease; and (d) 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 rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture Trustee 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 the Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, without limitation, 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 Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and to the rights of the Owner Participant under Sections 2.12 and 4.03 hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant, to (A) demand, collect, sue ▇▇▇ 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 18 (other than in connection with Excepted Payments) and in Article IV hereof.

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 Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue ▇▇▇ 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 Trust Indenture 75 - 70 - 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 (iib) 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, (Ai) 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 (Bii) 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 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 Trust Indenture 76 - 71 - and all information which any thereof is permitted or required to give or furnish to the Owner Trustee pursuant to any Operative Document (including pursuant to Section 10 of the Lease), (ii) 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 the Lease specifically confers on the Owner Participant and (iv) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d) of the Lease and to give notices of default under Section 17 of the Lease; and (d) 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 rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trust Indenture 81 - 76 - Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture Trustee 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 the Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, without limitation, 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 Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and to the rights of the Owner Participant under Sections 2.12 and 4.03 hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant, to (A) demand, collect, sue ▇▇▇ 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 RightPayment), (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 18 (other than in connection with Excepted Payments) and in Article IV hereof.

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) at all times the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue ▇▇▇ 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 Trust Indenture 75 - 70 - 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 Trust Indenture 76 - 71 - and all information which any thereof is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Operative Document Indenture Document; (including 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 Section 10 express provisions of the Lease)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 7 12 of any Lease; (c) the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the Leasecovenants of the Lessee under any Lease relating to the protection, (iii) insurance, maintenance, possession and use of the Aircraft, and to retain all rights maintain separate insurance with respect to insurance maintained for its own account which any Aircraft pursuant to Section 12 11.6 of the Lease specifically confers on to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under any insurance required to be maintained by the Owner Participant and (iv) to exercise, to the extent necessary to enable it to exercise its rights Lessee under Section 4.03 hereof, the rights 11 of the Owner Trustee under Section 21(d) of the Lease and to give notices of default under Section 17 of the any Lease); and (d) 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, at all rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) times each of the Owner Trustee (as Owner Trustee, as The Bank and as Lessor) and the Owner Participant under shall have the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may beright, to the exclusion of the Indenture Trustee Trustee, to demand, collect, ▇▇▇ for or receive the payment of Excluded Payments due 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 payable to the Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, without limitation, 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 Owner Trustee under the Lease (except with respect to Excepted Payments)it. Notwithstanding the foregoing foregoing, and subject to the provisions of this Section 5.10, but subject always to Section 10.05 hereof Sections 4.03 and to the rights of the Owner Participant under Sections 2.12 and 4.03 hereof4.04(a), 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 ▇▇▇ 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 18 (other than in connection with Excepted Payments) 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 Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue ▇▇▇ 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 Trust Indenture 75 - 70 - 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 AircraftEngine; 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 Trust Indenture 76 - 71 - and all information which any thereof is permitted or required to give or furnish to the Owner Trustee pursuant to any Operative Document (including pursuant to Section 10 of the Lease), (ii) 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 the Lease specifically confers on the Owner Participant and (iv) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d) of the Lease and to give notices of default under Section 17 of the Lease; and (d) 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 rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture Trustee 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 the Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, without limitation, 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 Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and to the rights of the Owner Participant under Sections 2.12 and 4.03 hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant, to (A) demand, collect, sue ▇▇▇ 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 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 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 Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue ▇▇▇ 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 Trust Indenture 75 - 70 - 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 (iib) 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, (Ai) 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 (Bii) 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 Trust Indenture 76 - 71 - and all information which any thereof is permitted or required to give or furnish to the Owner Trustee pursuant to any Operative Document (including pursuant to Section 10 of the Lease), (ii) 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 the Lease specifically confers on the Owner Participant and (iv) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d) of the Lease and to give notices of default under Section 17 of the Lease; and (d) 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 rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture Trustee 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 the Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, without limitation, 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 Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and to the rights of the Owner Participant under Sections 2.12 and 4.03 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, to (A) demand, collect, sue ▇▇▇ 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 RightPayment), (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 18 (other than in connection with Excepted Payments) and in Article IV hereof.

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 Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue ▇▇▇ 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 Trust Indenture 75 - 70 - 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 (iib) 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, (Ai) 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 (Bii) 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 Section 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 Trust Indenture 76 - 71 - and all information which any thereof is permitted or required to give or furnish to the Owner Trustee pursuant to any Operative Document (including pursuant to Section 10 of the Lease), (ii) 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 the Lease specifically confers on the Owner Participant and (iv) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d) of the Lease and to give notices of default under Section 17 of the Lease; and (d) 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 rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture Trustee 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 the Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, without limitation, 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 Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and to the rights of the Owner Participant under Sections 2.12 and 4.03 hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant, to (A) demand, collect, sue ▇▇▇ 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 RightPayment), (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 18 (other than in connection with Excepted Payments) and in Article IV hereof.

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: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue ▇▇▇ 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 Trust Indenture 75 - 70 - 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 Trust Indenture 76 - 71 - 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 Operative Document Indenture Document; TRUST INDENTURE AND SECURITY AGREEMENT [N603SW] -45- 52 (including pursuant b) at all times (unless otherwise specified) the Owner Trustee shall have the right (1) to Section 10 the exclusion of the Lease)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 inspection rights 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 7 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 retain all rights with respect the terms of Section 8.03(e)(i), to insurance maintained for its own account which effect cures pursuant to Section 12 20 of the Lease specifically confers on the Owner Participant Lease, and (iv) to exercise, maintain and exercise all rights regarding separate insurance with respect to the extent necessary Aircraft for its own account pursuant to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d) 11.7 of the Lease and (provided, that no such insurance impairs or reduces coverage under any insurance required to give notices of default be maintained by the Company under Section 17 11 of the Lease; and (d) except as expressly provided to the contrary in clauses (a), (b) and (c2) above, so long as no Indenture Event of Default has shall have occurred and is be continuing, all rights (including optionsx) during the Floating Period, elections, determinations, consents, approvals, waivers together with the Indenture Trustee (agreement of both being required) and (y) during the giving of notices) of the Owner Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may beFixed Period, to the exclusion of 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, together with the contents of any certificates and any Note Holder opinions to be delivered by such Persons, in each case pursuant to express provisions of the Operative Agreements and without (ii) to grant such consents, approvals and waivers as may be requested under the consent of Indenture Documents and (3) together with the Indenture Trustee or (each acting separately), to request all certificates and documents of Lessee, to request assignment of 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 the Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, without limitation, Section 15 sublease of the Refunding Agreement) or (B) the right Aircraft and to exercise inspection rights pursuant to Section 12 of the Indenture Trustee or any Note Holder to receive any funds to be delivered to the Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and to the rights of the Owner Participant under Sections 2.12 and 4.03 hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant, to (A) demand, collect, sue ▇▇▇ 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 18 (other than in connection with Excepted Payments) and in Article IV hereof.Lease;

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: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue ▇▇▇ 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 Trust Indenture 75 - 70 - 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 Trust Indenture 76 - 71 - 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 Operative Document Indenture Document; TRUST INDENTURE AND SECURITY AGREEMENT [N602SW] -45- 52 (including pursuant b) at all times (unless otherwise specified) the Owner Trustee shall have the right (1) to Section 10 the exclusion of the Lease)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 inspection rights 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 7 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 retain all rights with respect the terms of Section 8.03(e)(i), to insurance maintained for its own account which effect cures pursuant to Section 12 20 of the Lease specifically confers on the Owner Participant Lease, and (iv) to exercise, maintain and exercise all rights regarding separate insurance with respect to the extent necessary Aircraft for its own account pursuant to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d) 11.7 of the Lease and (provided, that no such insurance impairs or reduces coverage under any insurance required to give notices of default be maintained by the Company under Section 17 11 of the Lease; and (d) except as expressly provided to the contrary in clauses (a), (b) and (c2) above, so long as no Indenture Event of Default has shall have occurred and is be continuing, all rights (including optionsx) during the Floating Period, elections, determinations, consents, approvals, waivers together with the Indenture Trustee (agreement of both being required) and (y) during the giving of notices) of the Owner Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may beFixed Period, to the exclusion of 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, together with the contents of any certificates and any Note Holder opinions to be delivered by such Persons, in each case pursuant to express provisions of the Operative Agreements and without (ii) to grant such consents, approvals and waivers as may be requested under the consent of Indenture Documents and (3) together with the Indenture Trustee or (each acting separately), to request all certificates and documents of Lessee, to request assignment of 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 the Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, without limitation, Section 15 sublease of the Refunding Agreement) or (B) the right Aircraft and to exercise inspection rights pursuant to Section 12 of the Indenture Trustee or any Note Holder to receive any funds to be delivered to the Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and to the rights of the Owner Participant under Sections 2.12 and 4.03 hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant, to (A) demand, collect, sue ▇▇▇ 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 18 (other than in connection with Excepted Payments) and in Article IV hereof.Lease;

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 Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, Trust Indenture collect, sue ▇▇▇ 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 Trust Indenture 75 - 70 - 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 (iib) 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, (Ai) 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 (Bii) 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 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 Trust Indenture 76 - 71 - and all information which any thereof is permitted or required to give or furnish to the Owner Trustee pursuant to any Operative Document (including pursuant to Section 10 of the Lease), (ii) 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 the Lease specifically confers on the Owner Participant and (iv) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d) of the Lease and to give notices of default under Section 17 of the Lease; and (d) 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 rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture Trustee 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 the Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, without limitation, 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 Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and to the rights of the Owner Participant under Sections 2.12 and 4.03 hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant, to (A) demand, collect, sue ▇▇▇ 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 RightPayment), (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 18 (other than in connection with Excepted Payments) and in Article IV hereof.

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 Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue ▇▇▇ 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 Trust Indenture 75 - 70 - 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 AircraftEngine; 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; (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 (iib) 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, (Ai) 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 (Bii) 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 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 Trust Indenture 76 - 71 - and all information which any thereof is permitted or required to give or furnish to the Owner Trustee pursuant to any Operative Document (including pursuant to Section 10 of the Lease), (ii) 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 the Lease specifically confers on the Owner Participant and (iv) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d) of the Lease and to give notices of default under Section 17 of the Lease; and (d) 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 rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture Trustee 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 the Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, without limitation, 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 Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and to the rights of the Owner Participant under Sections 2.12 and 4.03 hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant, to (A) demand, collect, sue ▇▇▇ 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 18 (other than in connection with Excepted Payments) and in Article IV hereof.

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: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue ▇▇▇ 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 Trust Indenture 75 - 70 - 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 Trust Indenture 76 - 71 - 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 Operative Document Indenture Document; (including 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 10 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 inspection rights 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 7 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 retain all rights with respect effect cures pursuant to insurance maintained for its own account which Section 12 20 of the Lease specifically confers on the Owner Participant Lease, and (iv) to exercise, maintain and exercise all rights regarding separate insurance with respect to the extent necessary Aircraft for its own account pursuant to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d) 11.7 of the Lease and (provided, that no such insurance impairs or reduces coverage under any insurance required to give notices of default be maintained by the Company under Section 17 11 of the Lease; and (d) except as expressly provided to the contrary in clauses (a), (b) and (c2) above, so long as no Indenture Event of Default has shall have occurred and is be continuing, all rights (including optionsx) during the Floating Period, elections, determinations, consents, approvals, waivers together with the Indenture Trustee (agreement of both being required) and (y) during the giving of notices) of the Owner Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may beFixed Period, to the exclusion of 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, together with the contents of any certificates and any Note Holder opinions to be delivered by such Persons, in each case pursuant to express provisions of the Operative Agreements and without (ii) to grant such consents, approvals and waivers as may be requested under the consent of Indenture Documents and (3) together with the Indenture Trustee or (each acting separately), to request all certificates and documents of Lessee, to request assignment of any Note Holder; provided that sublease of the foregoing Aircraft and to exercise inspection rights pursuant to Section 12 of the Lease; (c) at all times, the Owner Trustee shall nothave the non-exclusive right, nor shall any other provision as Lessor, to seek specific performance of this Section 5.10, limit (A) any rights separately and expressly granted to the Indenture Trustee or any Note Holder covenants of the Company under the Lease or relating to the other Operative Documents (includingprotection, without limitationinsurance, Section 15 maintenance, possession and use of the Refunding AgreementAircraft and to obtain performance by Lessee under Sections 11(a) or and (Bb) the right of the Indenture Trustee or any Note Holder to receive any funds to be delivered to Participation Agreement; and (d) at all times each of the Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10as Owner Trustee, but subject always to Section 10.05 hereof individually and to the rights of as Lessor) and the Owner Participant under Sections 2.12 and 4.03 hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner ParticipantIndenture Trustee, to (A) demand, collect, sue ▇▇▇ or otherwise receive and enforce the payment of all Rent of, and waive, modify or otherwise deal with Excluded Payments due and payable under to it, and, in the Lease (other than any thereof constituting an Excepted Payment or Excepted Right)case of the Owner Participant, (B) declare to give the Lease written notice referred to be in default under the proviso to Section 18 thereof and (C) subject only to 14.1 of the provisions of Sections 4.03 and 4.04(a) hereof, exercise the remedies set forth in such Section 18 (other than in connection with Excepted Payments) and in Article IV hereofLease.

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: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue ▇▇▇ 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 Trust Indenture 75 - 70 - 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, TRUST INDENTURE AND SECURITY AGREEMENT [N620SW] -46- 53 filings, opinions of counsel and other documents Trust Indenture 76 - 71 - 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 Operative Document Indenture Document; (including pursuant b) at all times (unless otherwise specified in the Lease) the Owner Trustee shall have the right (1) to Section 10 the exclusion of the Lease)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 inspection rights 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 7 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 retain all rights with respect effect cures pursuant to insurance maintained for its own account which Section 12 20 of the Lease specifically confers on Lease; provided that this will not be deemed to cure the Owner Participant related Event of Default unless permitted by the terms of Section 8.03(e)(i), and (iv) to exercise, maintain and exercise all rights regarding separate insurance with respect to the extent necessary Aircraft for its own account pursuant to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d) 11.7 of the Lease and (provided, that no such insurance impairs or reduces coverage under any insurance required to give notices of default be maintained by the Company under Section 17 11 of the Lease; and (d) except as expressly provided to the contrary in clauses (a), (b) and (c2) above, so long as no Indenture Event of Default has shall have occurred and is be continuing, all rights (including optionsx) during the Floating Period, elections, determinations, consents, approvals, waivers together with the Indenture Trustee (agreement of both being required) and (y) during the giving of notices) of the Owner Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may beFixed Period, to the exclusion of 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, together with the contents of any certificates and any Note Holder opinions to be delivered by such Persons, in each case pursuant to express provisions of the Operative Agreements and without (ii) to grant such consents, approvals and waivers as may be requested under the consent of Indenture Documents and (3) together with the Indenture Trustee or (each acting separately), to request all certificates and documents of Lessee, to request assignment of any Note Holder; provided that sublease of the foregoing Aircraft and to exercise inspection rights pursuant to Section 12 of the Lease; (c) at all times, the Owner Trustee shall nothave the non-exclusive right, nor shall any other provision as Lessor, to seek specific performance of this Section 5.10, limit (A) any rights separately and expressly granted to the Indenture Trustee or any Note Holder covenants of the Company under the Lease or relating to the other Operative Documents (includingprotection, without limitationinsurance, Section 15 maintenance, possession and use of the Refunding AgreementAircraft and to obtain performance by Lessee under Sections 11(a) or and (Bb) the right of the Indenture Trustee or any Note Holder to receive any funds to be delivered to Participation Agreement; and (d) at all times each of the Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10as Owner Trustee, but subject always to Section 10.05 hereof individually and to the rights of as Lessor) and the Owner Participant under Sections 2.12 and 4.03 hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner ParticipantIndenture Trustee, to (A) demand, collect, sue ▇▇▇ or otherwise receive and enforce the payment of all Rent of, and waive, modify or otherwise deal with Excluded Payments due and payable under to it, and, in the Lease (other than any thereof constituting an Excepted Payment or Excepted Right)case of the Owner Participant, (B) declare to give the Lease written notice referred to be in default under the proviso to Section 18 thereof and (C) subject only to 14.1 of the provisions of Sections 4.03 and 4.04(a) hereof, exercise the remedies set forth in such Section 18 (other than in connection with Excepted Payments) and in Article IV hereof.Lease. TRUST INDENTURE 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 Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue ▇▇▇ 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 Trust Indenture 75 - 70 - 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 (iib) 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, (Ai) 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 (Bii) 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 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 Trust Indenture 76 - 71 - and all information which any thereof is permitted or required to give or furnish to the Owner Trustee pursuant to any Operative Document (including pursuant to Section 10 of the Lease), (ii) 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 the Lease specifically confers on the Owner Participant and (iv) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d) of the Lease and to give notices of default under Section 17 of the Lease; and (d) 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 rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture Trustee 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 the Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, without limitation, 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 Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and to the rights of the Owner Participant under Sections 2.12 and 4.03 hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant, Trust Indenture to (A) demand, collect, sue ▇▇▇ 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 18 (other than in connection with Excepted Payments) and in Article IV hereof.

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions provision of this Indenture, including the Granting Clause, but subject always to the final paragraph or of this Section 5.10any 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: (a) to the Owner Trustee or the Owner Participant may, without the consent exclusion of the Indenture Trustee, demandso long as no Indenture Event of Default shall have occurred and be continuing, collect(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, sue ▇▇▇ to exercise the rights, elections and options of the Owner Trustee to make any decision or otherwise obtain 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 amounts included in Excepted Payments 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 LesseeLessee all notices, financial statements, certificates, opinions of counsel, and other documents and all information that the Lessee is permitted or required to give or furnish to the Owner Trustee pursuant to the Lease, and (ii) inspection rights pursuant to Section 6 of the Lease; (d) 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 to exercise any election or option or make any decision or determination or give or receive any notice, consent, waiver waiver, or approval in respect of any Excepted Payment and seek legal of, or equitable remedies to require demand, collect, ▇▇▇ for, or otherwise obtain all amounts due from the Lessee to maintain the insurance coverage referred to in Section 12 of the Lease on account of, any Excluded Payments, (or the comparable Trust Indenture 75 - 70 - provisions of any Assigned Subleaseii) 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 Trustee to maintain separate insurance pursuant to Section 9(f) of the Lease, any Assigned Sublease or any Sublease Assignment and (iiiii) 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 to solicit bids or retain 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 Aircraft pursuant to Section 14 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; (ce) 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 jointly (but not independently) 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 Trust Indenture 76 - 71 - and all information which any thereof is permitted or required to give or furnish to the Owner Trustee pursuant to any Operative Document (including pursuant to Section 10 of the Lease), (ii) 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 the Lease specifically confers on the Owner Participant and (iv) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d) of the Lease and to give notices of default under Section 17 of the Lease; and (d) except as expressly provided to the contrary in clauses (a), (b) and (c) above, so long as no Indenture Event of Default has shall have occurred and is be continuing, all rights 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 optionsany amounts payable under Section 3, elections8, determinations13, consents14 or 17 of the Lease, approvals(B) Sections 5, waivers 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 giving proceeds thereof which by the terms of notices) of such policies are payable to the Owner Participant or the Owner Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture Trustee 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 not to the Indenture Trustee or the Noteholders, (D) Section 20(a) of the Lease (but only in respect of any Note Holder consent to assignment by the Lessee of its rights or obligations under the Lease or the Lease) and (E) any other Operative Documents (including, without limitation, Section 15 provision of the Refunding Agreement) Lease if such amendment, modification, supplement or (B) the right of the Indenture Trustee or waiver would impose any Note Holder to receive any funds to be delivered to additional affirmative obligations upon the Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and to the rights of the Owner Participant under Sections 2.12 and 4.03 hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and or the Owner Participant, to (A) demandprovided, collect-------- however, sue ▇▇▇ 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 that the provisions of Sections 4.03 and 4.04(a) hereof, exercise the remedies set forth in such Section 18 clauses (other than in connection with Excepted Payments2)(A) and in Article IV hereof.(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, but subject always to the final paragraph of this Section 5.10, the following rights shall be reserved to the Owner Trustee or Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue ▇▇▇ 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 Trust Indenture 75 - 70 - 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 AircraftEngine; 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 Trust Indenture 76 - 71 - and all information which any thereof is permitted or required to give or furnish to the Owner Trustee pursuant to any Operative Document (including pursuant to Section 10 of the Lease), (ii) 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 the Lease specifically confers on the Owner Participant and (iv) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d) of the Lease and to give notices of default under Section 17 of the Lease; and (d) 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 rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture Trustee 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 the Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, without limitation, 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 Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and to the rights of the Owner Participant under Sections 2.12 and 4.03 hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant, to (A) demand, collect, sue ▇▇▇ 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 18 (other than in connection with Excepted Payments) and in Article IV hereof.

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) at all times the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue ▇▇▇ 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 Trust Indenture 75 - 70 - 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 Trust Indenture 76 - 71 - and all information which any thereof is permitted or required to give or furnish to the Owner Trustee or the Lessor pursuant to any Operative Document Indenture Document; (including 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 Section 10 express provisions of the Lease)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 7 12 of any Lease; (c) the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the Leasecovenants of the Lessee under any Lease relating to the protection, (iii) insurance, maintenance, possession and use of the Aircraft, and to retain all rights maintain separate insurance with respect to insurance maintained for its own account which any Aircraft pursuant to Section 12 11.6 of the Lease specifically confers on to which such Aircraft is subject (provided that no such insurance impairs or reduces coverage under -------- any insurance required to be maintained by the Owner Participant and (iv) to exercise, to the extent necessary to enable it to exercise its rights Lessee under Section 4.03 hereof, the rights 11 of the Owner Trustee under Section 21(d) of the Lease and to give notices of default under Section 17 of the any Lease); and (d) 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, at all rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) times each of the Owner Trustee (as Owner Trustee, as The Bank and as Lessor) and the Owner Participant under shall have the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may beright, to the exclusion of the Indenture Trustee Trustee, to demand, collect, ▇▇▇ for or receive the payment of Excluded Payments due 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 payable to the Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, without limitation, 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 Owner Trustee under the Lease (except with respect to Excepted Payments)it. Notwithstanding the foregoing foregoing, and subject to the provisions of this Section 5.10, but subject always to Section 10.05 hereof Sections 4.03 and to the rights of the Owner Participant under Sections 2.12 and 4.03 hereof4.04(a), 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 ▇▇▇ 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 18 (other than in connection with Excepted Payments) 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 penultimate paragraph of this Section 5.105.11, the following rights (the "Excepted Rights") shall be reserved to the Owner Trustee or Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: (a) subject to the Intercreditor Agreement, the Owner Trustee or the Owner Participant mayshall at all times retain the right, without to the consent exclusion of the Indenture Trustee, (i) to demand, collect, sue ▇▇▇ for or otherwise obtain all amounts included in Excepted Payments 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 Payment Property 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 Trust Indenture 75 - 70 - 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 AircraftUnits; 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 15.1 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 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 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 continuingto adjust Basic Rent, 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 percentages relating to Stipulated Loss Value 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 Termination Value 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 Early Trust Indenture 76 - 71 - and all information which any thereof is permitted or required to give or furnish to the Owner Trustee pursuant to any Operative Document Security Agreement (including pursuant to Section 10 of the LeaseGARC II 98-A), (ii) 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 the Lease specifically confers on the Owner Participant and (iv) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d) of the Lease and to give notices of default under Section 17 of the Lease; and (d) 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 rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture Trustee 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 the Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, without limitation, 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 Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and to the rights of the Owner Participant under Sections 2.12 and 4.03 hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant, to (A) demand, collect, sue ▇▇▇ 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 18 (other than in connection with Excepted Payments) and in Article IV hereof.

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 penultimate paragraph of this Section 5.105.11, the following rights (the "Excepted Rights") shall be reserved to the Owner Trustee or Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: (a) subject to the Intercreditor Agreement, the Owner Trustee or the Owner Participant mayshall at all times retain the right, without to the consent exclusion of the Indenture Trustee, (i) to demand, collect, sue ▇▇▇ for or otherwise obtain all amounts included in Excepted Payments 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 Payment Property 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 Trust Indenture 75 - 70 - 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 AircraftUnits; 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 15.1 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 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 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 continuingto adjust Basic Rent, 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 percentages relating to Stipulated Loss Value and deliver waivers or consents Termination Value and Early Purchase Price as provided 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 Trust Indenture 76 - 71 - and all information which any thereof is permitted or required to give or furnish to the Owner Trustee pursuant to any Operative Document (including pursuant to Section 10 of the Lease), (ii) 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 the Lease specifically confers on the Owner Participant and (iv) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d) 3.4 of the Lease and to give notices of default under Section 17 2.6 of the Lease; and (d) except as expressly provided to the contrary in clauses (a)Participation Agreement, (b) and (c) above, so long as no Indenture Event of Default has occurred and is continuing, all rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture Trustee 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 the Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, without limitation, 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 Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10, but subject always to the second paragraph of Section 10.05 hereof and to the rights 3.2 of the Owner Participant under Sections 2.12 Lease and 4.03 hereof, the Indenture Trustee shall at all times have the right, to the exclusion second sentence of the Owner Trustee definitions of "Stipulated Loss Value", "Termination Value" and the Owner Participant, to (A) demand, collect, sue ▇▇▇ 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 18 (other than in connection with Excepted Payments) and in Article IV hereof."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 Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue ▇▇▇ 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 Trust Indenture 75 - 70 - 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 Trust Indenture 76 - 71 - and all information which any thereof is permitted or required to give or furnish to the Owner Trustee pursuant to any Operative Document (including pursuant to Section 10 of the Lease), (ii) 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 the Lease specifically confers on the Owner Participant and (iv) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d) of the Lease and to give notices of default under Section 17 of the Lease; and (d) 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 rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture Trustee 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 the Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, without limitation, 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 Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and to the rights of the Owner Participant under Sections 2.12 and 4.03 hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant, to (A) demand, collect, sue ▇▇▇ 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 18 (other than in connection with Excepted Payments) and in Article IV hereof.. Trust Indenture 76 - 71 -

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: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue ▇▇▇ 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 Trust Indenture 75 - 70 - 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 Trust Indenture 76 - 71 - 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 Operative Document Indenture Document; (including 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 10 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 inspection rights 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 7 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 retain all rights with respect effect cures pursuant to insurance maintained for its own account which Section 12 20 of the Lease specifically confers on the Owner Participant Lease, and (iv) to exercise, maintain and exercise all rights regarding separate insurance with respect to the extent necessary Aircraft for its own account pursuant to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d) 11.7 of the Lease and (provided, that no such insurance impairs or reduces coverage under any insurance required to give notices of default be maintained by the Company under Section 17 11 of the Lease; and (d) except as expressly provided to the contrary in clauses (a), (b) and (c2) above, so long as no Indenture Event of Default has shall have occurred and is be continuing, all rights (including optionsx) during the Floating Period, elections, determinations, consents, approvals, waivers together with the Indenture Trustee (agreement of both being required) and (y) during the giving of notices) of the Owner Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may beFixed Period, to the exclusion of 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, together with the contents of any certificates and any Note Holder opinions to be delivered by such Persons, in each case pursuant to express provisions of the Operative Agreements and without (ii) to grant such consents, approvals and waivers as may be requested under the consent of Indenture Documents and (3) together with the Indenture Trustee or (each acting separately), to request all certificates and documents of Lessee, to request assignment of any Note Holder; provided that sublease of the foregoing Aircraft and to exercise inspection rights pursuant to Section 12 of the Lease; (c) at all times, the Owner Trustee shall nothave the non-exclusive right, nor shall any other provision as Lessor, to seek specific performance of this Section 5.10, limit (A) any rights separately and expressly granted to the Indenture Trustee or any Note Holder covenants of the Company under the Lease or relating to the other Operative Documents (includingprotection, without limitationinsurance, Section 15 maintenance, possession and use of the Refunding AgreementAircraft and to obtain performance by Lessee under Sections 11(a) or and (Bb) the right of the Indenture Trustee or any Note Holder to receive any funds to be delivered to Participation Agreement; and (d) at all times each of the Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10as Owner Trustee, but subject always to Section 10.05 hereof individually and to the rights of as Lessor) and the Owner Participant under Sections 2.12 and 4.03 hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner ParticipantIndenture Trustee, to (A) demand, collect, sue ▇▇▇ or otherwise receive and enforce the payment of all Rent of, and waive, modify or otherwise deal with Excluded Payments due and payable under to it, and, in the Lease (other than any thereof constituting an Excepted Payment or Excepted Right)case of the Owner Participant, (B) declare to give the Lease written notice referred to be in default under the proviso to Section 18 thereof and (C) subject only to 14.1 of the provisions of Sections 4.03 and 4.04(a) hereof, exercise the remedies set forth in such Section 18 (other than in connection with Excepted Payments) and in Article IV hereofLease.

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions provision 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: (a) at all times the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue ▇▇▇ 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 Trust Indenture 75 - 70 - 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 Trust Indenture 76 - 71 - 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 Operative Document (including pursuant to Section 10 of the Lease)Indenture Document, (ii) to exercise inspection rights pursuant to Section 7 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 which and not required pursuant to Section 12 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 specifically confers on the Owner Participant and of a Lease Default or Lease Event of Default thereunder; (ivb) (together, if applicable, with a Replacement Engine or Engines) after an Event of Loss pursuant to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d10(a)(ii) of the Lease and (z) inspection rights, pursuant to give notices of default under Section 17 Sections 7(b), 9(a), 10(a) and 12 of the Lease; and, respectively, and (C) to approve as satisfactory any accountants, engineers or counsel to render services for or issue opinions to the Owner Trustee pursuant to express provisions of the Indenture Documents; (c) the Owner Trustee shall have the right, as the Lessor, to seek specific performance of the covenants of the Lessee under the Lease relating to the protection, insurance and maintenance of the Aircraft and to maintain separate insurance with respect to the Aircraft pursuant to Section 11 of the Lease; (d) except as expressly provided to the contrary in clauses (a), (b) at all times and (c) above, so long as no whether or not an Indenture Event of Default has occurred and is continuing, all rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) each of the Owner Trustee Trustee, the Trust Company and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may be, to the exclusion of the Indenture Trustee 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 the Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, without limitation, 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 Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and to the rights of the Owner Participant under Sections 2.12 and 4.03 hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner ParticipantIndenture Trustee, to (A) demand, collect, sue ▇▇▇ for or otherwise receive and enforce the payment of all Rent Excepted Payments due and payable to it and, unless the Lien 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 13.02 hereof; and (e) at all times prior to the foreclosure of the Liens of this Indenture the consent of the Owner Trustee 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 (other than any thereof constituting as such Lease may have been modified with the consent of the Owner Trustee) which amounts, absent the occurrence and continuance of an Excepted Payment or Excepted Right)Indenture Event of Default, (B) declare the Lease to will be in default under Section 18 thereof and (C) subject only distributable to the provisions of Sections 4.03 and 4.04(a) hereof, exercise the remedies set forth in such Section 18 (other than in connection with Excepted Payments) and in Article IV hereofOwner Trustee hereunder).

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: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue ▇▇▇ 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 Trust Indenture 75 - 70 - 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 Trust Indenture 76 - 71 - 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 Operative Document Indenture Document; TRUST INDENTURE AND SECURITY AGREEMENT [N605SW] -45- 52 (including pursuant b) at all times (unless otherwise specified) the Owner Trustee shall have the right (1) to Section 10 the exclusion of the Lease)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 inspection rights 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 7 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 retain all rights with respect the terms of Section 8.03(e)(i), to insurance maintained for its own account which effect cures pursuant to Section 12 20 of the Lease specifically confers on the Owner Participant Lease, and (iv) to exercise, maintain and exercise all rights regarding separate insurance with respect to the extent necessary Aircraft for its own account pursuant to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d) 11.7 of the Lease and (provided, that no such insurance impairs or reduces coverage under any insurance required to give notices of default be maintained by the Company under Section 17 11 of the Lease; and (d) except as expressly provided to the contrary in clauses (a), (b) and (c2) above, so long as no Indenture Event of Default has shall have occurred and is be continuing, all rights (including optionsx) during the Floating Period, elections, determinations, consents, approvals, waivers together with the Indenture Trustee (agreement of both being required) and (y) during the giving of notices) of the Owner Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may beFixed Period, to the exclusion of 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, together with the form of address and contents of any Note Holder certificates and without opinions to be delivered by such Persons, in each case pursuant to express provisions of the consent of Operative Agreements and (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (3) together with the Indenture Trustee or (each acting separately), to request all certificates and documents of Lessee, to request the assignment of 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 the Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, without limitation, Section 15 sublease of the Refunding Agreement) or (B) the right Aircraft and to exercise inspection rights pursuant to Section 12 of the Indenture Trustee or any Note Holder to receive any funds to be delivered to the Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and to the rights of the Owner Participant under Sections 2.12 and 4.03 hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant, to (A) demand, collect, sue ▇▇▇ 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 18 (other than in connection with Excepted Payments) and in Article IV hereof.Lease;

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: (a) the Owner Trustee or the Owner Participant may, without the consent of the Indenture Trustee, demand, collect, sue ▇▇▇ 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 Trust Indenture 75 - 70 - 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 Trust Indenture 76 - 71 - 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 Operative Document Indenture Document; TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -45- 52 (including pursuant b) at all times (unless otherwise specified) the Owner Trustee shall have the right (1) to Section 10 the exclusion of the Lease)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 inspection rights 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 7 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 retain all rights with respect the terms of Section 8.03(e)(i), to insurance maintained for its own account which effect cures pursuant to Section 12 20 of the Lease specifically confers on the Owner Participant Lease, and (iv) to exercise, maintain and exercise all rights regarding separate insurance with respect to the extent necessary Aircraft for its own account pursuant to enable it to exercise its rights under Section 4.03 hereof, the rights of the Owner Trustee under Section 21(d) 11.7 of the Lease and (provided, that no such insurance impairs or reduces coverage under any insurance required to give notices of default be maintained by the Company under Section 17 11 of the Lease; and (d) except as expressly provided to the contrary in clauses (a), (b) and (c2) above, so long as no Indenture Event of Default has shall have occurred and is be continuing, all rights (including optionsx) during the Floating Period, elections, determinations, consents, approvals, waivers together with the Indenture Trustee (agreement of both being required) and (y) during the giving of notices) of the Owner Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may beFixed Period, to the exclusion of 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, together with the form of address and contents of any Note Holder certificates and without opinions to be delivered by such Persons, in each case pursuant to express provisions of the consent of Operative Agreements and (ii) to grant such consents, approvals and waivers as may be requested under the Indenture Documents and (3) together with the Indenture Trustee or (each acting separately), to request all certificates and documents of Lessee, to request the assignment of 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 the Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, without limitation, Section 15 sublease of the Refunding Agreement) or (B) the right Aircraft and to exercise inspection rights pursuant to Section 12 of the Indenture Trustee or any Note Holder to receive any funds to be delivered to the Owner Trustee under the Lease (except with respect to Excepted Payments). Notwithstanding the foregoing provisions of this Section 5.10, but subject always to Section 10.05 hereof and to the rights of the Owner Participant under Sections 2.12 and 4.03 hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant, to (A) demand, collect, sue ▇▇▇ 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 18 (other than in connection with Excepted Payments) and in Article IV hereof.Lease;

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions provision of this Indenture, including the Granting Clause, but subject always to the final paragraph or of this Section 5.10any 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: (a) to the Owner Trustee or the Owner Participant may, without the consent exclusion of the Indenture Trustee, demandso long as no Specified Indenture Default or Indenture Event of Default shall have occurred and be continuing, collect(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, sue ▇▇▇ to exercise the rights, elections and options of the Owner Trustee to make any decision or otherwise obtain 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 amounts included in Excepted Payments 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 LesseeLessee all notices, financial statements, certificates, opinions of counsel, and other documents and all information that the Lessee is permitted or required to give or furnish to the Owner Trustee pursuant to the Lease and (ii) inspection rights pursuant to Section 6 of the Lease; (d) 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 to exercise any election or option or make any decision or determination or give or receive any notice, consent, waiver waiver, or approval in respect of, or demand, collect, ▇▇▇ for, or otherwise obtain all amounts due from the Lessee or Guarantor on account of, any Excluded Payments, (ii) the 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, (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 Excepted Payment Rent, including any amounts payable under Section 3, 8, 13(b) or 14(b) of the Lease, (B) Sections 5, 12 and seek legal 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 equitable remedies the Owner Trustee and not to require the Lessee to maintain Indenture Trustee or the insurance coverage referred to in Loan Participant, (D) Section 12 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 comparable Trust Indenture 75 - 70 - 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 Assigned Subleasematter 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) and such the Owner Trustee shall have the non-exclusive right, as Lessor, to seek specific performance of the covenants of the Lessee under the Lease (or the comparable provisions of any Assigned Sublease) relating to the protection, insurance, 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;and (ig) the so long as no Specified Indenture Trustee shall not, without the consent of the Owner Trustee, enter into, execute and deliver amendments Default 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, to exercise all other rights, powers, privileges and remedies under any Indenture Document (iother than the Lease (other than relating to Excluded Payments)) or consent to receive from or approve any other matter referred to in any Indenture Document (other than the Lessee Lease (other than relating to Excluded Payments)) as requiring or any Permitted Sublessee all notices, certificates, reports, filings, opinions of counsel and other documents Trust Indenture 76 - 71 - and all information which any thereof is permitted or required to give or furnish being subject to the Owner Trustee pursuant to any Operative Document (including pursuant to Section 10 consent or approval of the Lease), (ii) to exercise inspection rights pursuant to Section 7 Owner Trustee. Upon consummation of a foreclosure of the Lease, (iii) to retain all rights with respect to insurance maintained for its own account which Section 12 Lien and security interest of the Lease specifically confers Indenture on the Owner Participant and (iv) to exerciseIndenture Estate, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the all rights of the Owner Trustee under Section 21(d) of the Lease and to give notices of default under Section 17 of the Lease; and (d) 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 rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee and or the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, (as the case may be, to the exclusion of the Indenture Trustee 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 ) under this Section 5.105.09 shall terminate, limit (A) any except insofar as such rights separately and expressly granted relate to the Indenture Trustee or any Note Holder under the Lease or the other Operative Documents (including, without limitation, 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 Owner Trustee under the Lease (except with respect to Excepted Excluded Payments). Notwithstanding the foregoing foregoing, and subject to the provisions of this Section 5.10, but subject always to Section 10.05 hereof Sections 4.03 and to the rights of the Owner Participant under Sections 2.12 and 4.03 hereof4.04(a), 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 ▇▇▇ 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 18 17 of the Lease (other than in connection with Excepted Excluded Payments) and in Article IV hereof.