Common use of Other Remedies Available to Indenture Trustee Clause in Contracts

Other Remedies Available to Indenture Trustee. (a) If an Indenture Event of Default exists, then and in every such case Indenture Trustee, as trustee of an express trust and as assignee hereunder of Nonaffiliated Partner Trustee's Partnership Interest or as holder of a security interest in the Units or otherwise, may, and when required pursuant to Section 9 shall, exercise (subject to the following sentence and Sections 8.3(e) and 8.3(f)), any or all of the rights and powers and pursue any and all of the remedies accorded to Nonaffiliated Partner Trustee under the Partnership Agreement and the Participation Agreement and to Partnership and Nonaffiliated Partner Trustee under the O&M Agreement, the Services Agreement and this Section 8, may recover judgment in its own name as Indenture Trustee against the Indenture Estate and may take possession of all or any part of the Indenture Estate and may exclude Nonaffiliated Partner Trustee, Partnership, any Partner, Operator, Service Taker and Beneficiaries and all Persons claiming under any of them wholly or partly therefrom. Notwithstanding any other provision of this Indenture or any other of the Basic Documents to the contrary, Indenture Trustee shall not be entitled pursuant to Section 8.3(b) or otherwise to sell any of the Partnership Indenture Estate or exercise other remedies against the Partnership Indenture Estate or to exercise BJ Remedies (as defined below) until such time, if any, as a BJ Event of Default exists. Notwithstanding any other provision of this Indenture or any other of the Basic Documents, Indenture Trustee shall not be entitled to exercise any remedy hereunder as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares the O&M Agreement to be in default and simultaneously, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, O&M Agreement and Participation Agreement and is not then stayed or otherwise prevented from doing so by operation of law, exercises one or more of the rights or remedies (each right or remedy, a "BJ Remedy") in Section 6.1(d), 11.1, 11.3 or 11.4 of the Partnership Agreement, Section 15.1 of the O&M Agreement involving a termination of the O&M Agreement or any other remedy in Section 15.1 of the O&M Agreement or Section 5.22 of the Participation Agreement; except, that if Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising BJ Remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty to the same extent as if such assumption had not occurred. (b) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if an Indenture Event of Default exists, Indenture Trustee may, if at the time such action is lawful and subject to compliance with any mandatory legal requirements, either with or without taking possession, and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given notice of such action by registered mail to Nonaffiliated Partner Trustee, Partnership and each Beneficiary once at least 15 days before the date of such action, and any other notice required by law, sell and dispose of the Indenture Estate, or any part thereof, or interest therein, at a private sale or sales or a public auction to the highest bidder, in each case, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as Indenture Trustee may determine, and at any place (whether or not it is the location of the Indenture Estate or any part thereof) and time designated in the notice above referred to. Notwithstanding any provision herein or in any other Basic Document to the contrary, Indenture Trustee shall not sell any of the Partnership Indenture Estate or exercise other remedies against the Partnership Indenture Estate or exercise BJ Remedies unless a BJ Event of Default exists. Notwithstanding any provision herein to the contrary or in any other Basic Document, Indenture Trustee shall not sell any of the Indenture Estate or exercise other remedies against the Indenture Estate seeking to deprive Beneficiaries of their interest therein as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless a declaration of acceleration has been made pursuant to Section 8.2, Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares the O&M Agreement to be in default and Indenture Trustee is simultaneously exercising, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, the Participation Agreement and the O&M Agreement and is not then stayed or otherwise prevented from doing so by operation of law, one or more BJ Remedies; and no private sale may be made to BJ USA or any of its Affiliates; except, that if Indenture Trustee is so stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty as if such assumption had not occurred. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further notice, and Indenture Trustee and any Holder may bid and become the purchaser at any such sale. Indenture Trustee may exercise such right without possession or production of the Notes or proof of ownership thereof, and as representative of Holders may exercise such right without notice to Holders or including Holders as parties to any suit or proceeding relating to foreclosure of any property in the Indenture Estate. Nonaffiliated Partner Trustee and Partnership each hereby irrevocably constitutes Indenture Trustee the true and lawful attorney-in-fact of Nonaffiliated Partner Trustee (in the name of Nonaffiliated Partner Trustee or otherwise) and Partnership (in the name of Partnership or otherwise), as the case may be, for the purpose of effectuating any sale, assignment, transfer or delivery upon enforcement of the Lien created under this Indenture, whether pursuant to foreclosure or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as Indenture Trustee may consider necessary or appropriate, with full power of substitution, Nonaffiliated Partner Trustee and Partnership each hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by Indenture Trustee or any purchaser, Nonaffiliated Partner Trustee and Partnership each shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request. (c) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if an Indenture Event of Default exists, Nonaffiliated Partner Trustee or Partnership, or both, shall, at the request of Indenture Trustee upon enforcement of the Lien created under this Indenture, promptly execute and deliver to Indenture Trustee such instruments of title or other documents as Indenture Trustee may deem necessary or advisable to enable Indenture Trustee or an agent or representative designated by Indenture Trustee, at such time and place or places as Indenture Trustee may specify, to obtain possession of all or any part of the Indenture Estate. If Nonaffiliated Partner Trustee or Partnership for any reason fails to execute and deliver such instruments and documents after such request by Indenture Trustee, Indenture Trustee shall be entitled to a judgment for specific performance of the covenants contained in the foregoing sentence, conferring upon Indenture Trustee the right to immediate possession and requiring Nonaffiliated Partner Trustee or Partnership, as the case may be, to execute and deliver such instruments and documents to Indenture Trustee. Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee shall also be entitled to pursue all or any part of the Indenture Estate wherever it may be found and may enter any of the premises of Nonaffiliated Partner Trustee or Partnership or any other Person wherever the Indenture Estate may be or be supposed to be and search for the Indenture Estate and take possession of any item of the Indenture Estate pursuant to this Section 8.3(c). Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee may, from time to time, at the expense of the Indenture Estate, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Indenture Estate, as it may deem proper. In each such case, Indenture Trustee shall have the right to use, operate, store, lease, control or manage the Indenture Estate and to exercise all rights and powers of Nonaffiliated Partner Trustee or Partnership relating to the Indenture Estate as Indenture Trustee shall deem appropriate, including the right to enter into any and all such agreements with respect to the use, operation, storage, leasing, control or management of the Indenture Estate or any part thereof; and Indenture Trustee shall be entitled to collect and receive directly all tolls, rents, payments, distributions (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted Property), issues, profits, products, revenues and other income of the Indenture Estate and every part thereof, without prejudice, however, to the right of Indenture Trustee under any provision of this Indenture to collect and receive cash held by, or required to be deposited with, Indenture Trustee hereunder. In accordance with the terms of this Section 8.3(c), such tolls, rents, payments, distributions (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted Property), issues, profits, products, revenues and other income shall be applied to pay the expenses of using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements, and to make all payments which Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Nonaffiliated Partner Trustee and Partnership) and all other payments which Indenture Trustee may be required or authorized to make under any provision of this Indenture, including this Section 8.3(c), as well as just and reasonable compensation for the services of Indenture Trustee, and of all persons properly engaged and employed by Indenture Trustee. If a BJ Event of Default exists and Indenture Trustee obtains possession of or title to the Units, Indenture Trustee shall not be obligated to use or operate the Units or cause the Units to be used or operated directly or indirectly by itself or through agents or other representatives or to lease, license or otherwise permit or provide for the use or operation of the Units by any other Person. (d) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee may proceed to protect and enforce this Indenture and the Notes by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted, or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Indenture Estate or any part thereof, or for the recovery of judgment for the indebtedness secured by the Lien created under this Indenture or for the enforcement of any other proper, legal or equitable remedy available under applicable law. (1) If Partnership fails to distribute any Priority Distribution distributable under the Partnership Agreement at least ten Business Days after the Distribution Date therefor, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder but subject to Section 8.3(e)(i)(5), may, within the time period specified in clause (4) below, pay to Indenture Trustee for application in accordance with Section 3.3, a sum equal to the amount of all (but not less than all) principal and interest (other than by acceleration) then due and payable on the Outstanding Notes, together with any interest on account of such Priority Distribution not being made on the Distribution Date as provided in Section 4.4(b) of the Partnership Agreement. (2) If Partnership or General Partner defaults in the payment or performance of any obligation hereunder or under the Partnership Agreement (other than the obligation to make Priority Distributions) or the Participation Agreement, Guarantor defaults in the payment or performance of any obligation under the Guaranty or the Participation Agreement, BJ USA defaults in the payment or performance of any obligation under the Participation Agreement, Service Taker defaults in the payment or performance of any obligation under the Services Agreement or the Participation Agreement or Operator defaults in the payment or performance of any obligation under the O&M Agreement or the Participation Agreement and such default constitutes a BJ Default and can be cured, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder, may, within the period specified in clause (4) below, pay or perform such obligation on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator or otherwise perform such obligations on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, without the necessity of giving any notice to Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, it being understood and agreed that nothing herein contained shall be deemed or construed to prohibit Nonaffiliated Partner Trustee or any Beneficiary from exercising any such rights of Partnership before any such notice from Indenture Trustee.

Other Remedies Available to Indenture Trustee. (a) If After an Indenture Event of Default existsshall have occurred and so long as such Indenture Event of Default shall be continuing, then and in every such case the Indenture Trustee, as trustee of an express trust and as assignee hereunder of Nonaffiliated Partner Trustee's Partnership Interest the Lease or as holder of a security interest in the Units Aircraft or Engines or otherwise, may, and when required pursuant to Section the provisions of Article 9 shall, exercise (exercise, subject to the following sentence and Sections 8.3(e8.03(b) and 8.3(f)8.03(e), any or all of the rights and powers and pursue any and all of the remedies accorded to Nonaffiliated Partner the Owner Trustee under pursuant to Section 15 of the Partnership Agreement and the Participation Agreement and to Partnership and Nonaffiliated Partner Trustee under the O&M Agreement, the Services Agreement Lease and this Section Article 8, may recover judgment in its own name as Indenture Trustee against the Indenture Estate and may take possession of all or any part of the Indenture Estate and may exclude Nonaffiliated Partner Trustee, Partnership, any Partner, Operator, Service Taker the Owner Trustee and Beneficiaries the Owner Participant and all Persons claiming under any of them wholly or partly therefrom. Notwithstanding any other provision of this Indenture or any other of the Basic Documents to the contrary, The Indenture Trustee shall not be entitled pursuant to Section 8.3(b) or otherwise to sell any have and may exercise all of the Partnership Indenture Estate or exercise other rights and remedies against of a secured party under the Partnership Indenture Estate or to exercise BJ Remedies Uniform Commercial Code as in effect in any applicable jurisdiction. TRUST INDENTURE AND SECURITY AGREEMENT [N605SW] -33- 40 (as defined belowb) until such time, if any, as a BJ Event of Default exists. Notwithstanding any other provision of this Indenture or any other of the Basic Documents, Indenture Trustee shall not be entitled to exercise any remedy hereunder as a result of After an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares the O&M Agreement Default, subject to be in default and simultaneously, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, O&M Agreement and Participation Agreement and is not then stayed or otherwise prevented from doing so by operation of law, exercises one or more of the rights or remedies (each right or remedy, a "BJ Remedy") in Section 6.1(d8.03(e), 11.1, 11.3 or 11.4 of the Partnership Agreement, Section 15.1 of the O&M Agreement involving a termination of the O&M Agreement or any other remedy in Section 15.1 of the O&M Agreement or Section 5.22 of the Participation Agreement; except, that if Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising BJ Remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty to the same extent as if such assumption had not occurred. (b) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if an Indenture Event of Default exists, Indenture Trustee may, if at the time such action is may be lawful and always subject to compliance with any mandatory legal requirements, either with or without taking possession, and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given notice of such action by registered mail sale to Nonaffiliated Partner the Owner Trustee, Partnership the Owner Participant and each Beneficiary once the Company at least 15 10 days before prior to the date of such action, and any other notice required by lawsale, sell and dispose of the Indenture Estate, or any part thereof, or interest therein, at a public or private sale or sales or a public auction to the highest bidder, in each caseauction, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Indenture Trustee may determine, and at any place (whether or not it is be the location of the Indenture Estate or any part thereof) and time designated in the notice above referred to. Notwithstanding any provision herein or in any other Basic Document to the contrary; provided, Indenture Trustee shall not sell any of the Partnership Indenture Estate or exercise other remedies against the Partnership Indenture Estate or exercise BJ Remedies unless a BJ Event of Default exists. Notwithstanding however, that notwithstanding any provision herein to the contrary or in any other Basic Documentcontrary, the Indenture Trustee shall may not provide the notice provided for above of its intention to sell any of the Indenture Estate or exercise other remedies against the Indenture Estate seeking to deprive Beneficiaries the Owner Trustee or the Owner Participant of their interest its rights therein as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless a declaration of acceleration has been made pursuant to Section 8.2, Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares 8.02 or the O&M Agreement to be in default Certificates have otherwise become due and Indenture Trustee is simultaneously exercising, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, the Participation Agreement and the O&M Agreement and is not then stayed payable through redemption or otherwise prevented from doing so by operation of law, one or more BJ Remedies; and no private sale may be made to BJ USA or any of its Affiliates; except, that if Indenture Trustee is so stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty as if such assumption had not occurredotherwise. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further notice, and the Indenture Trustee and the Holder or Holders of any Holder Certificates, or any interest therein, may bid and become the purchaser at any such sale, and each Holder shall be entitled, at any such sale, to credit against the purchase price bid thereby all or any part of the unpaid obligations owing to such Holder and secured by the Lien of this Agreement. The Indenture Trustee may exercise such right without possession or production of the Notes Certificates or proof of ownership thereof, and as representative of the Holders may exercise such right without notice to the Holders or including the Holders as parties to any suit or proceeding relating to foreclosure of any property in the Indenture Estate. Nonaffiliated Partner The Owner Trustee and Partnership each hereby irrevocably constitutes the Indenture Trustee the true and lawful attorney-in-fact of Nonaffiliated Partner the Owner Trustee (in the name of Nonaffiliated Partner the Owner Trustee or otherwise) and Partnership (in the name of Partnership or otherwise), as the case may be, for the purpose of effectuating any sale, assignment, transfer or delivery upon for enforcement of the Lien created under this IndentureAgreement, whether pursuant to foreclosure or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as the Indenture Trustee may consider necessary or appropriate, with full power of substitution, Nonaffiliated Partner the Owner Trustee and Partnership each hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by the Indenture Trustee or any purchaser, Nonaffiliated Partner the Owner Trustee and Partnership each shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to the Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request. (c) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if an Indenture Event of Default exists, Nonaffiliated Partner Trustee or Partnership, or both, shall, at the request of Indenture Trustee upon enforcement of the Lien created under this Indenture, promptly execute and deliver to Indenture Trustee such instruments of title or other documents as Indenture Trustee may deem necessary or advisable to enable Indenture Trustee or an agent or representative designated by Indenture Trustee, at such time and place or places as Indenture Trustee may specify, to obtain possession of all or any part of the Indenture Estate. If Nonaffiliated Partner Trustee or Partnership for any reason fails to execute and deliver such instruments and documents after such request by Indenture Trustee, Indenture Trustee shall be entitled to a judgment for specific performance of the covenants contained in the foregoing sentence, conferring upon Indenture Trustee the right to immediate possession and requiring Nonaffiliated Partner Trustee or Partnership, as the case may be, to execute and deliver such instruments and documents to Indenture Trustee. Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee shall also be entitled to pursue all or any part of the Indenture Estate wherever it may be found and may enter any of the premises of Nonaffiliated Partner Trustee or Partnership or any other Person wherever the Indenture Estate may be or be supposed to be and search for the Indenture Estate and take possession of any item of the Indenture Estate pursuant to this Section 8.3(c). Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee may, from time to time, at the expense of the Indenture Estate, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Indenture Estate, as it may deem proper. In each such case, Indenture Trustee shall have the right to use, operate, store, lease, control or manage the Indenture Estate and to exercise all rights and powers of Nonaffiliated Partner Trustee or Partnership relating to the Indenture Estate as Indenture Trustee shall deem appropriate, including the right to enter into any and all such agreements with respect to the use, operation, storage, leasing, control or management of the Indenture Estate or any part thereof; and Indenture Trustee shall be entitled to collect and receive directly all tolls, rents, payments, distributions (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted Property), issues, profits, products, revenues and other income of the Indenture Estate and every part thereof, without prejudice, however, to the right of Indenture Trustee under any provision of this Indenture to collect and receive cash held by, or required to be deposited with, Indenture Trustee hereunder. In accordance with the terms of this Section 8.3(c), such tolls, rents, payments, distributions (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted Property), issues, profits, products, revenues and other income shall be applied to pay the expenses of using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements, and to make all payments which Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Nonaffiliated Partner Trustee and Partnership) and all other payments which Indenture Trustee may be required or authorized to make under any provision of this Indenture, including this Section 8.3(c), as well as just and reasonable compensation for the services of Indenture Trustee, and of all persons properly engaged and employed by Indenture Trustee. If a BJ Event of Default exists and Indenture Trustee obtains possession of or title to the Units, Indenture Trustee shall not be obligated to use or operate the Units or cause the Units to be used or operated directly or indirectly by itself or through agents or other representatives or to lease, license or otherwise permit or provide for the use or operation of the Units by any other Person. (d) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee may proceed to protect and enforce this Indenture and the Notes by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted, or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Indenture Estate or any part thereof, or for the recovery of judgment for the indebtedness secured by the Lien created under this Indenture or for the enforcement of any other proper, legal or equitable remedy available under applicable law. (1) If Partnership fails to distribute any Priority Distribution distributable under the Partnership Agreement at least ten Business Days after the Distribution Date therefor, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder but subject to Section 8.3(e)(i)(5), may, within the time period specified in clause (4) below, pay to Indenture Trustee for application in accordance with Section 3.3, a sum equal to the amount of all (but not less than all) principal and interest (other than by acceleration) then due and payable on the Outstanding Notes, together with any interest on account of such Priority Distribution not being made on the Distribution Date as provided in Section 4.4(b) of the Partnership Agreement. (2) If Partnership or General Partner defaults in the payment or performance of any obligation hereunder or under the Partnership Agreement (other than the obligation to make Priority Distributions) or the Participation Agreement, Guarantor defaults in the payment or performance of any obligation under the Guaranty or the Participation Agreement, BJ USA defaults in the payment or performance of any obligation under the Participation Agreement, Service Taker defaults in the payment or performance of any obligation under the Services Agreement or the Participation Agreement or Operator defaults in the payment or performance of any obligation under the O&M Agreement or the Participation Agreement and such default constitutes a BJ Default and can be cured, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder, may, within the period specified in clause (4) below, pay or perform such obligation on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator or otherwise perform such obligations on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, without the necessity of giving any notice to Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, it being understood and agreed that nothing herein contained shall be deemed or construed to prohibit Nonaffiliated Partner Trustee or any Beneficiary from exercising any such rights of Partnership before any such notice from Indenture Trustee.

Other Remedies Available to Indenture Trustee. (a) If After an Indenture Event of Default existsshall have occurred and so long as such Indenture Event of Default shall be continuing, then and in every such case the Indenture Trustee, as trustee of an express trust and as assignee hereunder of Nonaffiliated Partner Trustee's Partnership Interest the Lease or as holder of a security interest in the Units Aircraft or Engines or otherwise, may, and when required pursuant to Section the provisions of Article 9 shall, exercise (exercise, subject to the following sentence and Sections 8.3(e8.03(b) and 8.3(f)8.03(e), any or all of the rights and powers and pursue any and all of the remedies accorded to Nonaffiliated Partner the Owner Trustee under pursuant to Section 15 of the Partnership Agreement and the Participation Agreement and to Partnership and Nonaffiliated Partner Trustee under the O&M Agreement, the Services Agreement Lease and this Section Article 8, may recover judgment in its own name as Indenture Trustee against the Indenture Estate and may take possession of all or any part of the Indenture Estate and may exclude Nonaffiliated Partner Trustee, Partnership, any Partner, Operator, Service Taker the Owner Trustee and Beneficiaries the Owner Participant and all Persons claiming under any of them wholly or partly therefrom. Notwithstanding any other provision of this Indenture or any other of the Basic Documents to the contrary, The Indenture Trustee shall not be entitled pursuant to Section 8.3(b) or otherwise to sell any of the Partnership Indenture Estate or have and may exercise other remedies against the Partnership Indenture Estate or to exercise BJ Remedies (as defined below) until such time, if any, as a BJ Event of Default exists. Notwithstanding any other provision of this Indenture or any other of the Basic Documents, Indenture Trustee shall not be entitled to exercise any remedy hereunder as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares the O&M Agreement to be in default and simultaneously, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, O&M Agreement and Participation Agreement and is not then stayed or otherwise prevented from doing so by operation of law, exercises one or more all of the rights or and remedies (each right or remedy, of a "BJ Remedy") secured party under the Uniform Commercial Code as in Section 6.1(d), 11.1, 11.3 or 11.4 of the Partnership Agreement, Section 15.1 of the O&M Agreement involving a termination of the O&M Agreement or any other remedy in Section 15.1 of the O&M Agreement or Section 5.22 of the Participation Agreement; except, that if Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall effect in any event refrain from so foreclosing or otherwise exercising BJ Remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty to the same extent as if such assumption had not occurredapplicable jurisdiction. (b) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if After an Indenture Event of Default existsDefault, subject to Section 8.03(e), the Indenture Trustee may, if at the time such action is may be lawful and always subject to compliance with any mandatory legal requirements, either with or without taking possession, and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given notice of such action by registered mail sale to Nonaffiliated Partner the Owner Trustee, Partnership the Owner Participant and each Beneficiary once the Company at least 15 10 days before prior to the date of such action, and any other notice required by lawsale, sell and dispose of the Indenture Estate, or any part thereof, or interest therein, at a public or private sale or sales or a public auction to the highest bidder, in each caseauction, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Indenture Trustee may determine, and at any place (whether or not it is be the location of the Indenture Estate or any part thereof) and time designated in the notice above referred to. Notwithstanding any provision herein or in any other Basic Document to the contrary; provided, Indenture Trustee shall not sell any of the Partnership Indenture Estate or exercise other remedies against the Partnership Indenture Estate or exercise BJ Remedies unless a BJ Event of Default exists. Notwithstanding however, that notwithstanding any provision herein to the contrary or in any other Basic Documentcontrary, the Indenture Trustee shall may not provide the notice provided for above of its intention to sell any of the Indenture Estate or exercise other remedies against the Indenture Estate seeking to deprive Beneficiaries the Owner Trustee or the Owner Participant of their interest its rights therein as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless a declaration of acceleration has been made pursuant to Section 8.2, Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares 8.02 or the O&M Agreement to be in default Certificates have otherwise theretofore become due and Indenture Trustee is simultaneously exercising, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, the Participation Agreement and the O&M Agreement and is not then stayed payable through redemption or otherwise prevented from doing so by operation of law, one or more BJ Remedies; and no private sale may be made to BJ USA or any of its Affiliates; except, that if Indenture Trustee is so stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty as if such assumption had not occurredotherwise. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further notice, and the Indenture Trustee and the Holder or Holders of any Holder Certificates, or any interest therein, may bid and become the purchaser at any such sale, and each Holder shall be entitled, at any such sale, to credit against the purchase price bid thereby all or any part of the unpaid obligations owing to such Holder and secured by the Lien of this Agreement. The Indenture Trustee may exercise such right without possession or production of the Notes Certificates or proof of ownership thereof, and as representative of the Holders may exercise such right without notice to the Holders or including the Holders as parties to any suit or proceeding relating to foreclosure of any property in the Indenture Estate. Nonaffiliated Partner The Owner Trustee and Partnership each hereby irrevocably constitutes the Indenture Trustee the true and lawful attorney-in-fact of Nonaffiliated Partner the Owner Trustee (in the name of Nonaffiliated Partner the Owner Trustee or otherwise) and Partnership (in the name of Partnership or otherwise), as the case may be, for the purpose TRUST INDENTURE AND SECURITY AGREEMENT [N620SW] -34- 41 of effectuating any sale, assignment, transfer or delivery upon for enforcement of the Lien created under this IndentureAgreement, whether pursuant to foreclosure or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as the Indenture Trustee may consider necessary or appropriate, with full power of substitution, Nonaffiliated Partner the Owner Trustee and Partnership each hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by the Indenture Trustee or any purchaser, Nonaffiliated Partner the Owner Trustee and Partnership each shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to the Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request. (c) Subject to Sections 8.3(a), 8.3(e8.03(b) and 8.3(f8.03(e), if an Indenture Event of Default existshas occurred and is continuing, Nonaffiliated Partner the Owner Trustee or Partnership, or both, shall, at the request of the Indenture Trustee upon enforcement of the Lien created under this IndentureTrustee, promptly execute and deliver to the Indenture Trustee such instruments of title or other documents as the Indenture Trustee may deem necessary or advisable to enable the Indenture Trustee or an agent or representative designated by the Indenture Trustee, at such time or times and place or places as the Indenture Trustee may specify, to obtain possession of all or any part of the Indenture Estate. If Nonaffiliated Partner the Owner Trustee or Partnership shall for any reason fails fail to execute and deliver such instruments and documents after such request by the Indenture Trustee, the Indenture Trustee shall be entitled to a judgment for specific performance of the covenants contained in the foregoing sentence, conferring upon the Indenture Trustee the right to immediate possession and requiring Nonaffiliated Partner the Owner Trustee or Partnership, as the case may be, to execute and deliver such instruments and documents to the Indenture Trustee. Subject to Sections 8.3(a), 8.3(e) and 8.3(f), The Indenture Trustee shall also be entitled to pursue all or any part of the Indenture Estate wherever it may be found and may enter any of the premises of Nonaffiliated Partner the Owner Trustee or Partnership or any other Person wherever the Indenture Estate may be or be supposed to be and search for the Indenture Estate and take possession of any item of the Indenture Estate pursuant to this Section 8.3(c8.03(c). Subject to Sections 8.3(a), 8.3(e) and 8.3(f), The Indenture Trustee may, from time to time, at the expense of the Indenture Estate, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Indenture Estate, as it may deem proper. In each such case, the Indenture Trustee shall have the right to use, operate, store, lease, control or manage the Indenture Estate Estate, and to exercise all rights and powers of Nonaffiliated Partner the Owner Trustee or Partnership relating to the Indenture Estate as the Indenture Trustee shall deem appropriate, including the right to enter into any and all such agreements with respect to the use, operation, storage, leasing, control or management of the Indenture Estate or any part thereof; and the Indenture Trustee shall be entitled to collect and receive directly all tolls, rents, payments, distributions rents (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted PropertyRent), issues, profits, products, revenues and other income of the Indenture Estate and every part thereof, without prejudice, however, to the right of the Indenture Trustee under any provision of this Indenture Agreement to collect and receive all cash held by, or required to be deposited with, the Indenture Trustee hereunder. In accordance with the terms of this Section 8.3(c8.03(c), such tolls, rents, payments, distributions rents (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted PropertyRent), issues, profits, products, revenues and other income shall be applied to pay the expenses of using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Nonaffiliated Partner the Owner Trustee and Partnership) and, to the extent permitted by the Lease, the Company), and all other payments which the Indenture Trustee may be required or authorized to make under any provision of this IndentureAgreement, including this Section 8.3(c8.03(c), as well as just and reasonable compensation for the services of the Indenture Trustee, and of all persons properly engaged and employed by the Indenture Trustee. TRUST INDENTURE AND SECURITY AGREEMENT [N620SW] -35- 42 If a BJ an Indenture Event of Default exists occurs and is continuing and the Indenture Trustee obtains shall have obtained possession of or title to the UnitsAircraft, the Indenture Trustee shall not be obligated to use or operate the Units Aircraft or cause the Units Aircraft to be used or operated directly or indirectly by itself or through agents or other representatives or to lease, license or otherwise permit or provide for the use or operation of the Units Aircraft by any other PersonPerson unless (i) the Indenture Trustee shall have been able to obtain insurance in kinds, at rates and in amounts satisfactory to it in its discretion to protect the Indenture Estate and the Indenture Trustee, as trustee and individually, against any and all liability for loss or damage to the Aircraft and for public liability and property damage resulting from use or operation of the Aircraft and (ii) funds are available in the Indenture Estate to pay for all such insurance or, in lieu of such insurance, the Indenture Trustee is furnished with indemnification from the Holders or any other Person upon terms and in amounts satisfactory to the Indenture Trustee in its discretion to protect the Indenture Estate and the Indenture Trustee, as trustee and individually, against any and all such liabilities. (d) Subject to Sections 8.3(a8.03(b) and 8.03(e), 8.3(e) and 8.3(f), the Indenture Trustee may proceed to protect and enforce this Indenture Agreement and the Notes Certificates by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted, granted or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Indenture Estate or any part thereof, or for the recovery of judgment for the indebtedness secured by the Lien created under this Indenture Agreement or for the enforcement of any other properpower, legal or equitable remedy available under applicable law. (1i) If Partnership fails the Company shall fail to distribute make any Priority Distribution distributable payment of Basic Rent under the Partnership Agreement Lease and such failure shall have become a Lease Event of Default then as long as no other Indenture Event of Default shall have occurred and be continuing (other than those arising from a Lease Event of Default), the Owner Participant or the Owner Trustee may (but need not) pay to the Indenture Trustee, at least any time prior to the expiration of a period of ten Business Days (the "10-Day Period") after such failure shall have become a Lease Event of Default (prior to the expiration of which 10-Day Period the Indenture Trustee shall not (without the prior written consent of the Owner Trustee) exercise any of the rights, powers or remedies pursuant to Section 15 of the Lease or this Article 8), an amount equal to the full amount of such payment of Basic Rent, together with any interest due thereon under the Lease on account of the delayed payment thereof to the date of such payment, and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure any Indenture Event of Default which arose from such failure of the Company as of such date of payment (but such cure shall not relieve the Company of any of its obligations). If the Company shall fail to perform or observe any covenant, condition or agreement to be performed or observed by it under the Lease (other than its obligation to pay Basic Rent), and if (but only if) the performance or observance thereof can be effected by the payment of money alone (it being understood that actions such as the obtaining of insurance and the procurement of maintenance services can be so effected), then as long as no other Indenture Event of Default (other than those arising from a Lease Event of Default) shall have occurred and be continuing, the Owner Participant or the Owner Trustee may (but need not) pay to the Indenture Trustee (or to such other Person as may be entitled to receive the same), at any time prior to the expiration of a period of ten Business Days after the Distribution Date thereforexpiration of the grace period, Nonaffiliated Partner if any, provided with respect to such failure on the part of the Company in Section 14 of the Lease (prior to the expiration of which 10-Day Period the Indenture Trustee or any Beneficiary, shall not (without the prior written consent of Indenture Trustee the Owner Trustee) exercise any of the rights, powers or any Holder but subject remedies pursuant to Section 8.3(e)(i)(5)15 of the Lease or this Article 8), may, within all sums necessary to effect the time period specified in clause (4) below, pay to Indenture Trustee for application in accordance with Section 3.3, a sum equal to performance or observance of such covenant TRUST INDENTURE AND SECURITY AGREEMENT [N620SW] -36- 43 or agreement of the amount of all (but not less than all) principal and interest (other than by acceleration) then due and payable on the Outstanding NotesCompany, together with any interest due thereon under the Lease on account of the delayed payment thereof to the date of such payment, and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure any Indenture Event of Default which arose from such failure of the Company as of such date of payment (but such cure shall not relieve the Company of any of its obligations). If, on the basis specified in the preceding sentences, any Lease Events of Default shall have been remedied, then any declaration pursuant to this Indenture that the Certificates are due and payable or that an Indenture Event of Default exists hereunder, based solely upon such Lease Events of Default, shall be deemed to be rescinded, and, in the case of the first and second sentences of this Section 8.03(e)(i), the Owner Participant or the Owner Trustee shall (to the extent of any such payments made by it) be subrogated to the rights of the Holders of the Certificates under Section 3.03, to receive from the Indenture Trustee such payment of overdue Basic Rent or other amount (and the payment of interest on account of such Priority Distribution Basic Rent or other amount being overdue) and shall be entitled, so long as no other Indenture Event of Default or Indenture Default shall have occurred and be continuing or would result therefrom, to receive, subject to the provisions of this Indenture, such payment upon receipt thereof by the Indenture Trustee; provided, that the Owner Participant shall not being made on the Distribution Date as provided in Section 4.4(b) of the Partnership Agreement. (2) If Partnership or General Partner defaults in the payment or performance of otherwise attempt to recover any obligation hereunder or under the Partnership Agreement (other than the obligation to make Priority Distributions) or the Participation Agreement, Guarantor defaults in the payment or performance of any obligation under the Guaranty or the Participation Agreement, BJ USA defaults in the payment or performance of any obligation under the Participation Agreement, Service Taker defaults in the payment or performance of any obligation under the Services Agreement or the Participation Agreement or Operator defaults in the payment or performance of any obligation under the O&M Agreement or the Participation Agreement and such default constitutes a BJ Default and can be cured, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder, may, within the period specified in clause (4) below, pay or perform such obligation amount paid by it on behalf of Partnershipthe Company pursuant to this Section 8.03(e)(i) except by demanding payment of such amount or by commencing an action at law against the Company for the payment of such amount; and provided, General Partnerfurther, Guarantor, BJ USA, Service Taker or Operator or otherwise perform such obligations on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, without the necessity of giving any notice to Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, it being understood and agreed that nothing herein contained shall be deemed or construed to prohibit Nonaffiliated Partner Trustee or any Beneficiary from exercising any such rights of Partnership before any such notice from Indenture Trustee.that:

Other Remedies Available to Indenture Trustee. (a) If After an Indenture Event of Default existsshall have occurred and so long as such Indenture Event of Default shall be continuing, then and in every such case the Indenture Trustee, as trustee of an express trust and as assignee hereunder of Nonaffiliated Partner Trustee's Partnership Interest the Lease or as holder of a security interest in the Units Aircraft or Engines or otherwise, may, and when required pursuant to Section the provisions of Article 9 shall, exercise (exercise, subject to the following sentence and Sections 8.3(e8.03(b) and 8.3(f)8.03(e), any or all of the rights and powers and pursue any and all of the TRUST INDENTURE AND SECURITY AGREEMENT [N603SW] -33- 40 remedies accorded to Nonaffiliated Partner the Owner Trustee under pursuant to Section 15 of the Partnership Agreement and the Participation Agreement and to Partnership and Nonaffiliated Partner Trustee under the O&M Agreement, the Services Agreement Lease and this Section Article 8, may recover judgment in its own name as Indenture Trustee against the Indenture Estate and may take possession of all or any part of the Indenture Estate and may exclude Nonaffiliated Partner Trustee, Partnership, any Partner, Operator, Service Taker the Owner Trustee and Beneficiaries the Owner Participant and all Persons claiming under any of them wholly or partly therefrom. Notwithstanding any other provision of this Indenture or any other of the Basic Documents to the contrary, The Indenture Trustee shall not be entitled pursuant to Section 8.3(b) or otherwise to sell any of the Partnership Indenture Estate or have and may exercise other remedies against the Partnership Indenture Estate or to exercise BJ Remedies (as defined below) until such time, if any, as a BJ Event of Default exists. Notwithstanding any other provision of this Indenture or any other of the Basic Documents, Indenture Trustee shall not be entitled to exercise any remedy hereunder as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares the O&M Agreement to be in default and simultaneously, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, O&M Agreement and Participation Agreement and is not then stayed or otherwise prevented from doing so by operation of law, exercises one or more all of the rights or and remedies (each right or remedy, of a "BJ Remedy") secured party under the Uniform Commercial Code as in Section 6.1(d), 11.1, 11.3 or 11.4 of the Partnership Agreement, Section 15.1 of the O&M Agreement involving a termination of the O&M Agreement or any other remedy in Section 15.1 of the O&M Agreement or Section 5.22 of the Participation Agreement; except, that if Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall effect in any event refrain from so foreclosing or otherwise exercising BJ Remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty to the same extent as if such assumption had not occurredapplicable jurisdiction. (b) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if After an Indenture Event of Default existsDefault, subject to Section 8.03(e), the Indenture Trustee may, if at the time such action is may be lawful and always subject to compliance with any mandatory legal requirements, either with or without taking possession, and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given notice of such action by registered mail sale to Nonaffiliated Partner the Owner Trustee, Partnership the Owner Participant and each Beneficiary once the Company at least 15 10 days before prior to the date of such action, and any other notice required by lawsale, sell and dispose of the Indenture Estate, or any part thereof, or interest therein, at a public or private sale or sales or a public auction to the highest bidder, in each caseauction, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Indenture Trustee may determine, and at any place (whether or not it is be the location of the Indenture Estate or any part thereof) and time designated in the notice above referred to. Notwithstanding any provision herein or in any other Basic Document to the contrary; provided, Indenture Trustee shall not sell any of the Partnership Indenture Estate or exercise other remedies against the Partnership Indenture Estate or exercise BJ Remedies unless a BJ Event of Default exists. Notwithstanding however, that notwithstanding any provision herein to the contrary or in any other Basic Documentcontrary, the Indenture Trustee shall may not provide the notice provided for above of its intention to sell any of the Indenture Estate or exercise other remedies against the Indenture Estate seeking to deprive Beneficiaries the Owner Trustee or the Owner Participant of their interest its rights therein as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless a declaration of acceleration has been made pursuant to Section 8.2, Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares 8.02 or the O&M Agreement to be in default Certificates have otherwise theretofore become due and Indenture Trustee is simultaneously exercising, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, the Participation Agreement and the O&M Agreement and is not then stayed payable through redemption or otherwise prevented from doing so by operation of law, one or more BJ Remedies; and no private sale may be made to BJ USA or any of its Affiliates; except, that if Indenture Trustee is so stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty as if such assumption had not occurredotherwise. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further notice, and the Indenture Trustee and the Holder or Holders of any Holder Certificates, or any interest therein, may bid and become the purchaser at any such sale, and each Holder shall be entitled, at any such sale, to credit against the purchase price bid thereby all or any part of the unpaid obligations owing to such Holder and secured by the Lien of this Agreement. The Indenture Trustee may exercise such right without possession or production of the Notes Certificates or proof of ownership thereof, and as representative of the Holders may exercise such right without notice to the Holders or including the Holders as parties to any suit or proceeding relating to foreclosure of any property in the Indenture Estate. Nonaffiliated Partner The Owner Trustee and Partnership each hereby irrevocably constitutes the Indenture Trustee the true and lawful attorney-in-fact of Nonaffiliated Partner the Owner Trustee (in the name of Nonaffiliated Partner the Owner Trustee or otherwise) and Partnership (in the name of Partnership or otherwise), as the case may be, for the purpose of effectuating any sale, assignment, transfer or delivery upon for enforcement of the Lien created under this IndentureAgreement, whether pursuant to foreclosure or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as the Indenture Trustee may consider necessary or appropriate, with full power of substitution, Nonaffiliated Partner the Owner Trustee and Partnership each hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by the Indenture Trustee or any purchaser, Nonaffiliated Partner the Owner Trustee and Partnership each shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to the Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request. (c) Subject to Sections 8.3(a), 8.3(e8.03(b) and 8.3(f8.03(e), if an Indenture Event of Default existshas occurred and is continuing, Nonaffiliated Partner the Owner Trustee or Partnership, or both, shall, at the request of the Indenture Trustee upon enforcement of the Lien created under this IndentureTrustee, promptly execute and deliver to the Indenture Trustee such instruments of title or other documents as the Indenture Trustee may deem necessary or advisable to enable the Indenture Trustee or an agent or representative designated by the Indenture Trustee, at such time or times and place or places as the TRUST INDENTURE AND SECURITY AGREEMENT [N603SW] -34- 41 Indenture Trustee may specify, to obtain possession of all or any part of the Indenture Estate. If Nonaffiliated Partner the Owner Trustee or Partnership shall for any reason fails fail to execute and deliver such instruments and documents after such request by the Indenture Trustee, the Indenture Trustee shall be entitled to a judgment for specific performance of the covenants contained in the foregoing sentence, conferring upon the Indenture Trustee the right to immediate possession and requiring Nonaffiliated Partner the Owner Trustee or Partnership, as the case may be, to execute and deliver such instruments and documents to the Indenture Trustee. Subject to Sections 8.3(a), 8.3(e) and 8.3(f), The Indenture Trustee shall also be entitled to pursue all or any part of the Indenture Estate wherever it may be found and may enter any of the premises of Nonaffiliated Partner the Owner Trustee or Partnership or any other Person wherever the Indenture Estate may be or be supposed to be and search for the Indenture Estate and take possession of any item of the Indenture Estate pursuant to this Section 8.3(c8.03(c). Subject to Sections 8.3(a), 8.3(e) and 8.3(f), The Indenture Trustee may, from time to time, at the expense of the Indenture Estate, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Indenture Estate, as it may deem proper. In each such case, the Indenture Trustee shall have the right to use, operate, store, lease, control or manage the Indenture Estate Estate, and to exercise all rights and powers of Nonaffiliated Partner the Owner Trustee or Partnership relating to the Indenture Estate as the Indenture Trustee shall deem appropriate, including the right to enter into any and all such agreements with respect to the use, operation, storage, leasing, control or management of the Indenture Estate or any part thereof; and the Indenture Trustee shall be entitled to collect and receive directly all tolls, rents, payments, distributions rents (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted PropertyRent), issues, profits, products, revenues and other income of the Indenture Estate and every part thereof, without prejudice, however, to the right of the Indenture Trustee under any provision of this Indenture Agreement to collect and receive all cash held by, or required to be deposited with, the Indenture Trustee hereunder. In accordance with the terms of this Section 8.3(c8.03(c), such tolls, rents, payments, distributions rents (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted PropertyRent), issues, profits, products, revenues and other income shall be applied to pay the expenses of using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Nonaffiliated Partner the Owner Trustee and Partnership) and, to the extent permitted by the Lease, the Company), and all other payments which the Indenture Trustee may be required or authorized to make under any provision of this IndentureAgreement, including this Section 8.3(c8.03(c), as well as just and reasonable compensation for the services of the Indenture Trustee, and of all persons properly engaged and employed by the Indenture Trustee. If a BJ an Indenture Event of Default exists occurs and is continuing and the Indenture Trustee obtains shall have obtained possession of or title to the UnitsAircraft, the Indenture Trustee shall not be obligated to use or operate the Units Aircraft or cause the Units Aircraft to be used or operated directly or indirectly by itself or through agents or other representatives or to lease, license or otherwise permit or provide for the use or operation of the Units Aircraft by any other Person. Person unless (i) the Indenture Trustee shall have been able to obtain insurance in kinds, at rates and in amounts satisfactory to it in its discretion to protect the Indenture Estate and the Indenture Trustee, as trustee and individually, against any and all liability for loss or damage to the Aircraft and for public liability and property damage resulting from use or operation of the Aircraft and (ii) funds are available in the Indenture Estate to pay for all such insurance or, in lieu of such insurance, the Indenture Trustee is furnished with indemnification from the Holders or any other Person upon terms and in amounts satisfactory to the Indenture Trustee in its discretion to protect the Indenture Estate and the Indenture Trustee, as trustee and individually, against any and all such liabilities. TRUST INDENTURE AND SECURITY AGREEMENT [N603SW] -35- 42 (d) Subject to Sections 8.3(a8.03(b) and 8.03(e), 8.3(e) and 8.3(f), the Indenture Trustee may proceed to protect and enforce this Indenture Agreement and the Notes Certificates by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted, granted or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Indenture Estate or any part thereof, or for the recovery of judgment for the indebtedness secured by the Lien created under this Indenture Agreement or for the enforcement of any other properpower, legal or equitable remedy available under applicable law. (1i) If Partnership fails the Company shall fail to distribute make any Priority Distribution distributable payment of Basic Rent under the Partnership Agreement Lease and such failure shall have become a Lease Event of Default then as long as no other Indenture Event of Default shall have occurred and be continuing, the Owner Participant or the Owner Trustee may (but need not) pay to the Indenture Trustee, at least any time prior to the expiration of a period of ten Business Days (the "10-Day Period") after such failure shall have become a Lease Event of Default (prior to the expiration of which 10-Day Period the Indenture Trustee shall not (without the prior written consent of the Owner Trustee) exercise any of the rights, powers or remedies pursuant to Section 15 of the Lease or this Article 8), an amount equal to the full amount of such payment of Basic Rent, together with any interest due thereon under the Lease on account of the delayed payment thereof to the date of such payment, and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure any Indenture Event of Default which arose from such failure of the Company as of such date of payment (but such cure shall not relieve the Company of any of its obligations). If the Company shall fail to perform or observe any covenant, condition or agreement to be performed or observed by it under the Lease (other than its obligation to pay Basic Rent), and if (but only if) the performance or observance thereof can be effected by the payment of money alone (it being understood that actions such as the obtaining of insurance and the procurement of maintenance services can be so effected), then as long as no other Indenture Event of Default (other than those arising from a Lease Event of Default) shall have occurred and be continuing, the Owner Participant or the Owner Trustee may (but need not) pay to the Indenture Trustee (or to such other Person as may be entitled to receive the same), at any time prior to the expiration of a period of ten Business Days after the Distribution Date thereforexpiration of the grace period, Nonaffiliated Partner if any, provided with respect to such failure on the part of the Company in Section 14 of the Lease (prior to the expiration of which 10-Day Period the Indenture Trustee or any Beneficiary, shall not (without the prior written consent of Indenture Trustee the Owner Trustee) exercise any of the rights, powers or any Holder but subject remedies pursuant to Section 8.3(e)(i)(5)15 of the Lease or this Article 8), may, within all sums necessary to effect the time period specified in clause (4) below, pay to Indenture Trustee for application in accordance with Section 3.3, a sum equal to performance or observance of such covenant or agreement of the amount of all (but not less than all) principal and interest (other than by acceleration) then due and payable on the Outstanding NotesCompany, together with any interest due thereon under the Lease on account of the delayed payment thereof to the date of such payment, and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure any Indenture Event of Default which arose from such failure of the Company as of such date of payment (but such cure shall not relieve the Company of any of its obligations). If, on the basis specified in the preceding sentences, any Lease Events of Default shall have been remedied, then any declaration pursuant to this Indenture that the Certificates are due and payable or that an Indenture Event of Default exists hereunder, based solely upon such Lease Events of Default, shall be deemed to be rescinded, and, in the case of the first and second sentences of this Section 8.03(e)(i), the Owner Participant or the Owner Trustee shall (to the extent of any such payments made by it) be subrogated to the rights of the Holders of the Certificates under Section 3.03, to receive from the Indenture Trustee such payment of overdue Basic Rent or other amount (and the payment of interest on account of such Priority Distribution Basic Rent or other amount being overdue) and shall be entitled, so long as no other Indenture Event of Default or Indenture Default shall have occurred and be continuing or would result therefrom, to receive, subject to the provisions of this Indenture, such payment upon receipt thereof by the Indenture Trustee; provided, that the Owner TRUST INDENTURE AND SECURITY AGREEMENT [N603SW] -36- 43 Participant shall not being made on the Distribution Date as provided in Section 4.4(b) of the Partnership Agreement. (2) If Partnership or General Partner defaults in the payment or performance of otherwise attempt to recover any obligation hereunder or under the Partnership Agreement (other than the obligation to make Priority Distributions) or the Participation Agreement, Guarantor defaults in the payment or performance of any obligation under the Guaranty or the Participation Agreement, BJ USA defaults in the payment or performance of any obligation under the Participation Agreement, Service Taker defaults in the payment or performance of any obligation under the Services Agreement or the Participation Agreement or Operator defaults in the payment or performance of any obligation under the O&M Agreement or the Participation Agreement and such default constitutes a BJ Default and can be cured, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder, may, within the period specified in clause (4) below, pay or perform such obligation amount paid by it on behalf of Partnershipthe Company pursuant to this Section 8.03(e)(i) except by demanding of payment of such amount or by commencing an action at law against the Company for the payment of such amount; and provided, General Partnerfurther, Guarantor, BJ USA, Service Taker or Operator or otherwise perform such obligations on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, without the necessity of giving any notice to Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, it being understood and agreed that nothing herein contained shall be deemed or construed to prohibit Nonaffiliated Partner Trustee or any Beneficiary from exercising any such rights of Partnership before any such notice from Indenture Trustee.that:

Other Remedies Available to Indenture Trustee. (a) If After an --------------------------------------------- Indenture Event of Default existsshall have occurred and so long as such Indenture Event of Default shall be continuing, then and in every such case the Indenture Trustee, as trustee of an express trust and as assignee hereunder of Nonaffiliated Partner Trustee's Partnership Interest or as holder of a security interest in the Units Aircraft or otherwise, Engines may, and when required pursuant to Section the provisions of Article 9 shall, exercise (subject to the following sentence and Sections 8.3(e) and 8.3(f))exercise, any or all of the rights and powers and pursue any and all of the remedies accorded to Nonaffiliated Partner Trustee a secured party under the Partnership Agreement and the Participation Agreement and to Partnership and Nonaffiliated Partner Trustee under the O&M Agreement, the Services Agreement and this Section 8applicable law, may recover judgment in its own name as Indenture Trustee against the Indenture Estate and may take possession of all or any part of the Indenture Estate and may exclude Nonaffiliated Partner Trustee, Partnership, any Partner, Operator, Service Taker and Beneficiaries the Owner and all Persons claiming under any of them wholly or partly therefrom. Notwithstanding ; provided, however, that during any other provision of this Indenture or any other period when possession of the Basic Documents Aircraft has been transferred to and the Aircraft is subject to the contraryCivil Reserve Air Fleet Program in accordance with the provisions of Section 4.01(b) hereof and in possession of the United States Government or an agency or instrumentality of the United States, the Indenture Trustee shall not not, on account of any Indenture Event of Default, be entitled pursuant to Section 8.3(b) or otherwise to sell do any of the Partnership Indenture Estate or exercise other remedies against following set forth in this Section 8.03 in such manner as to limit the Partnership Indenture Estate or to exercise BJ Remedies Owner's control under this Agreement (as defined below) until such time, if any, as a BJ Event of Default exists. Notwithstanding any other provision of this Indenture or any other Permitted Lessee's control under any Permitted Lease) of any Airframe or any Engines installed thereon, unless at least sixty (60) days' (or such lesser period as may then be applicable under the Air Mobility Command program of the Basic DocumentsUnited States Government) written notice of default hereunder shall have been given by the Indenture Trustee by registered or certified mail to the Owner (and any Permitted Lessee) with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under any contract with the Owner (or any Permitted Lessee) relating to the Aircraft; provided, further, that the Indenture Trustee shall not be entitled give the Owner thirty (30) days' prior written notice of its intention to exercise any remedy hereunder as a result of sell the Aircraft. [Trust Indenture and Mortgage (2001-1 747-1)] (b) After an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless Indenture Trustee shall have occurred and so long as security assignee of Nonaffiliated Partner Trustee declares the O&M Agreement to be in default and simultaneously, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, O&M Agreement and Participation Agreement and is not then stayed or otherwise prevented from doing so by operation of law, exercises one or more of the rights or remedies (each right or remedy, a "BJ Remedy") in Section 6.1(d), 11.1, 11.3 or 11.4 of the Partnership Agreement, Section 15.1 of the O&M Agreement involving a termination of the O&M Agreement or any other remedy in Section 15.1 of the O&M Agreement or Section 5.22 of the Participation Agreement; except, that if Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising BJ Remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty to the same extent as if such assumption had not occurred. (b) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if an Indenture Event of Default existsshall be continuing, the Indenture Trustee may, if at the time such action is may be lawful and always subject to compliance with any mandatory legal requirements, either with or without taking possession, and either before or after taking possession, possession and without instituting any legal proceedings whatsoever, and having first given notice of such action sale by registered mail to Nonaffiliated Partner Trusteethe Owner, Partnership and each Beneficiary once at least 15 30 days before prior to the date of such actionsale, and any other notice which may be required by law, sell and dispose of the Indenture Estate, or any part thereof, or interest therein, at a private sale or sales or a public auction to the highest bidder, in each caseor private sale, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Indenture Trustee may determine, and at any place (whether or not it is be the location of the Indenture Estate or any part thereof) and time designated in the notice above referred to. Notwithstanding any provision herein or in any other Basic Document to the contrary; provided, Indenture Trustee shall not sell any of the Partnership Indenture Estate or exercise other remedies against the Partnership Indenture Estate or exercise BJ Remedies unless a BJ Event of Default exists. Notwithstanding however, -------- ------- that, notwithstanding any provision herein to the contrary or in any other Basic Documentcontrary, the Indenture Trustee shall may not provide the notice provided for above of its intention to sell any of the Indenture Estate or exercise other remedies against the Indenture Estate seeking to deprive Beneficiaries the Owner of their interest its rights therein as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless a declaration of acceleration has been made pursuant to Section 8.2, Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares 8.02 or the O&M Agreement to be in default Equipment Notes have otherwise theretofore become due and Indenture Trustee is simultaneously exercising, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, the Participation Agreement and the O&M Agreement and is not then stayed payable through redemption or otherwise prevented from doing so by operation of law, one or more BJ Remedies; and no private sale may be made to BJ USA or any of its Affiliates; except, that if Indenture Trustee is so stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty as if such assumption had not occurredotherwise. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further notice, and the Indenture Trustee and the Noteholder or Noteholders of any Holder Equipment Notes, or any interest therein, may bid and become the purchaser at any such salesale and each Noteholder shall be entitled at any sale to credit against any purchase price bid at such sale by such Noteholder all or any part of the unpaid Secured Obligations owing to such Noteholder secured by the Lien of this Agreement (in the case of such Noteholder, only to the extent that such unpaid Secured Obligation would have been paid to such Noteholder pursuant to Article III hereof if such purchase price were paid in cash and this sentence, other than this parenthetical, was not given effect). The Indenture Trustee may exercise such right without possession or production of the Equipment Notes or proof of ownership thereof, and as representative of Holders the Noteholders may exercise such right without notice to Holders the Noteholders or including Holders the Noteholders as parties to any suit or proceeding relating to foreclosure of any property in the Indenture Estate. Nonaffiliated Partner Trustee and Partnership each hereby irrevocably constitutes Indenture Trustee the true and lawful attorney-in-fact of Nonaffiliated Partner Trustee (in the name of Nonaffiliated Partner Trustee or otherwise) and Partnership (in the name of Partnership or otherwise), as the case may be, for the purpose of effectuating any sale, assignment, transfer or delivery upon enforcement of the Lien created under this Indenture, whether pursuant to foreclosure or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as Indenture Trustee may consider necessary or appropriate, with full power of substitution, Nonaffiliated Partner Trustee and Partnership each hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by Indenture Trustee or any purchaser, Nonaffiliated Partner Trustee and Partnership each shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request. (c) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if If an Indenture Event of Default existshas occurred and is continuing, Nonaffiliated Partner Trustee or Partnership, or both, shall, at the request of Indenture Trustee upon enforcement of the Lien created under this Indenture, promptly execute and deliver to Indenture Trustee such instruments of title or other documents as Indenture Trustee may deem necessary or advisable to enable Indenture Trustee or an agent or representative designated by Indenture Trustee, at such time and place or places as Indenture Trustee may specify, to obtain possession of all or any part of the Indenture Estate. If Nonaffiliated Partner Trustee or Partnership for any reason fails to execute and deliver such instruments and documents after such request by Indenture Trustee, Indenture Trustee shall be entitled to a judgment for specific performance of the covenants contained in the foregoing sentence, conferring upon Indenture Trustee the right to immediate possession and requiring Nonaffiliated Partner Trustee or Partnership, as the case may be, to execute and deliver such instruments and documents to Indenture Trustee. Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee shall also be entitled to pursue all or any part of the Indenture Estate wherever it may be found and may enter any of the premises of Nonaffiliated Partner Trustee or Partnership the Owner or any other Person wherever the Indenture Estate may be or be supposed to be and search for the Indenture Estate and take possession of any item of the Indenture Estate pursuant to this Section 8.3(c8.03(c). Subject to Sections 8.3(a), 8.3(e) and 8.3(f), The Indenture Trustee may, from time to time, at the expense of the Indenture Estate, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Indenture Estate, as it may deem proper. In each such case, the Indenture Trustee shall have the right to maintain, use, insure, operate, store, lease, control or manage the Indenture Estate Estate, and to carry on business and exercise all rights and powers of Nonaffiliated Partner Trustee or Partnership the Owner relating to the Indenture Estate as the Indenture Trustee shall deem appropriate, including the right to enter into any and all such agreements with respect to the maintenance, use, insurance, operation, storage, leasing, control or management of the Indenture Estate or any part thereof; and . The Indenture Trustee shall be entitled to collect and receive directly all tolls, rents, payments, distributions (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted Property), issues, profits, products, revenues and or other income of the Indenture Estate and every part thereof, without prejudice, however, pursuant to the right of Indenture Trustee under any provision of this Indenture to collect and receive cash held by, or required to be deposited with, Indenture Trustee hereunderSection 8.03(c). In accordance with the terms of this Section 8.3(c8.03(c), such tolls, rents, payments, distributions (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted Property), issues, profits, products, revenues and other income shall be applied to pay the expenses of using, operating, storing, [Trust Indenture and Mortgage (2001-1 747-1)] leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Nonaffiliated Partner Trustee and Partnership) the Owner), and all other payments which the Indenture Trustee may be required or authorized to make under any provision of this IndentureAgreement, including this Section 8.3(c8.03(c), as well as just and reasonable compensation for the services of the Indenture Trustee, and of all persons properly engaged and employed by the Indenture Trustee. If a BJ an Indenture Event of Default exists occurs and is continuing and the Indenture Trustee obtains shall have obtained possession of or title to the UnitsAircraft, the Indenture Trustee shall not be obligated to use or operate the Units Aircraft or cause the Units Aircraft to be used or operated directly or indirectly by itself or through agents or other representatives or to lease, license or otherwise permit or provide for the use or operation of the Units Aircraft by any other PersonPerson unless (i) the Indenture Trustee shall have been able to obtain insurance in kinds, at rates and in amounts satisfactory to it in its discretion to protect the Indenture Estate and the Indenture Trustee, as trustee and individually, against any and all liability for loss or damage to the Aircraft and for public liability and property damage resulting from use or operation of the Aircraft and (ii) funds are available in the Indenture Estate to pay for all such insurance or, in lieu of such insurance, the Indenture Trustee is furnished with indemnification from the Noteholders or any other Person upon terms and in amounts satisfactory to the Indenture Trustee in its discretion to protect the Indenture Estate and the Indenture Trustee, as trustee and individually, against any and all such liabilities. (d) Subject to Sections 8.3(a8.03(b), 8.3(e) and 8.3(f), the Indenture Trustee may proceed to protect and enforce this Indenture Agreement and the Equipment Notes by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted, ; or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Indenture Estate or any part thereof, or for the recovery of judgment for the indebtedness secured by the Lien created under this Indenture Agreement or for the enforcement of any other proper, legal or equitable remedy available under applicable law. (1e) If Partnership fails Each and every right, power and remedy herein given to distribute any Priority Distribution distributable under the Partnership Agreement at least ten Business Days after the Distribution Date therefor, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee specifically or otherwise in this Agreement shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often in such order as may be deemed expedient by the Indenture Trustee, and the exercise or the beginning of the exercise of any Holder but subject power or remedy shall not be construed to Section 8.3(e)(i)(5)be a waiver of the right to exercise at the same time or thereafter any other right, may, within power or remedy. No delay or omission by the time period specified in clause (4) below, pay to Indenture Trustee for application in accordance with Section 3.3the exercise of any right, remedy or power or in pursuing any remedy shall impair any such right, power or remedy or be construed to be a sum equal waiver of any default on the part of the Owner or to be an acquiescence therein. [Trust Indenture and Mortgage (2001-1 747-1)] (f) Notwithstanding anything contained herein to the amount of all contrary, so long as the Subordination Agent (but not less than all) principal and interest (other than by acceleration) then due and payable on the Outstanding Notes, together with any interest on account of such Priority Distribution not being made on the Distribution Date as provided in Section 4.4(b) of the Partnership Agreement. (2) If Partnership or General Partner defaults in the payment or performance of any obligation hereunder or under the Partnership Agreement (other than the obligation to make Priority Distributions) or the Participation Agreement, Guarantor defaults in the payment or performance of any obligation under the Guaranty or the Participation Agreement, BJ USA defaults in the payment or performance of any obligation under the Participation Agreement, Service Taker defaults in the payment or performance of any obligation under the Services Agreement or the Participation Agreement or Operator defaults in the payment or performance of any obligation under the O&M Agreement or the Participation Agreement and such default constitutes a BJ Default and can be cured, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder, may, within the period specified in clause (4) below, pay or perform such obligation acting on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator or otherwise perform such obligations on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, without the necessity of giving any notice to Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, it being understood and agreed that nothing herein contained shall be deemed or construed to prohibit Nonaffiliated Partner Trustee Pass Through Trustees) or any Beneficiary from exercising Pass Through Trustee is a Noteholder, the Indenture Trustee is not authorized or empowered to acquire title to the Indenture Estate, or to take any action with respect to any of the Indenture Estate so acquired by it, if such rights of Partnership before acquisition or action would cause any such notice from Indenture TrusteePass Through Trust to fail to qualify as a "grantor trust" for federal income tax purposes.

Other Remedies Available to Indenture Trustee. (a) If After an Indenture Event of Default existsshall have occurred and so long as such Indenture Event of Default shall be continuing, then and in every such case the Indenture Trustee, as trustee of an express trust and as assignee hereunder of Nonaffiliated Partner Trustee's Partnership Interest the Lease or as holder of a security interest in the Units Aircraft or Engines or otherwise, may, and when required pursuant to Section the provisions of Article 9 shall, exercise (exercise, subject to the following sentence and Sections 8.3(e[8.02(a)], 8.03(b), 8.03(e), 8.03(f) and 8.3(f)8.03(h), any or all of the rights and powers and pursue any and all of the remedies accorded to Nonaffiliated Partner the Owner Trustee under pursuant to Section 15 of the Partnership Agreement and the Participation Agreement and to Partnership and Nonaffiliated Partner Trustee under the O&M Agreement, the Services Agreement Lease and this Section Article 8, may recover judgment in its own name as Indenture Trustee against the Indenture Estate and may take possession of all or any part of the Indenture Estate and may exclude Nonaffiliated Partner Trustee, Partnership, any Partner, Operator, Service Taker the Owner Trustee and Beneficiaries the Owner Participant and all Persons persons claiming under any of them wholly or partly therefrom. Notwithstanding any other provision of this Indenture or any other of the Basic Documents to the contrary, Indenture Trustee shall not be entitled pursuant to Section 8.3(b. (b) or otherwise to sell any of the Partnership Indenture Estate or exercise other remedies against the Partnership Indenture Estate or to exercise BJ Remedies (as defined below) until such time, if any, as a BJ Event of Default exists. Notwithstanding any other provision of this Indenture or any other of the Basic Documents, Indenture Trustee shall not be entitled to exercise any remedy hereunder as a result of After an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless Indenture Trustee shall have occurred and so long as security assignee of Nonaffiliated Partner Trustee declares the O&M Agreement to be in default and simultaneously, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, O&M Agreement and Participation Agreement and is not then stayed or otherwise prevented from doing so by operation of law, exercises one or more of the rights or remedies (each right or remedy, a "BJ Remedy") in Section 6.1(d), 11.1, 11.3 or 11.4 of the Partnership Agreement, Section 15.1 of the O&M Agreement involving a termination of the O&M Agreement or any other remedy in Section 15.1 of the O&M Agreement or Section 5.22 of the Participation Agreement; except, that if Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising BJ Remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty to the same extent as if such assumption had not occurred. (b) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if an Indenture Event of Default existsshall be continuing, subject to Sections 8.03(e), 8.03(f) and 8.03(h), the Indenture Trustee may, if at the time such action is may be lawful and always subject to compliance with any mandatory legal requirements, either with or without taking possession, and either before or after taking possession, possession and without instituting any legal proceedings whatsoever, and having first given notice of such action sale by registered mail to Nonaffiliated Partner the Owner Trustee, Partnership the Owner Participant and each Beneficiary the Company once at least 15 30 days before prior to the Indenture-41 (1994 747 B) date of such actionsale, and any other notice which may be required by law, sell and dispose of the Indenture Estate, or any part thereof, or interest therein, at a private sale or sales or a public auction to the highest bidder, in each case, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Indenture Trustee may determine, and at any place (whether or not it is be the location of the Indenture Estate or any part thereof) and time designated in the notice above referred to. Notwithstanding any provision herein or in any other Basic Document to the contrary; provided, Indenture Trustee shall not sell any of the Partnership Indenture Estate or exercise other remedies against the Partnership Indenture Estate or exercise BJ Remedies unless a BJ Event of Default exists. Notwithstanding however, that, notwithstanding any provision herein to the contrary or in any other Basic Documentcontrary, the Indenture Trustee shall may not provide the notice provided for above of its intention to sell any of the Indenture Estate Estate, exercise remedies under the Lease or exercise other remedies against the Indenture Estate seeking to deprive Beneficiaries the Owner Trustee or the Owner Participant of their interest its rights therein as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless a declaration of acceleration has been made pursuant to Section 8.2, Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares 8.02 or the O&M Agreement to be in default Certificates have otherwise theretofore become due and Indenture Trustee is simultaneously exercising, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, the Participation Agreement and the O&M Agreement and is not then stayed payable through redemption or otherwise prevented from doing so by operation of law, one or more BJ Remedies; and no private sale may be made to BJ USA or any of its Affiliates; except, that if Indenture Trustee is so stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty as if such assumption had not occurredotherwise. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further notice, and the Indenture Trustee, the Holder or Holders of any Certificates or any interest therein, the Owner Trustee and any Holder the Owner Participant may bid and become the purchaser at any such sale. No such sale may be consummated if the Owner Trustee shall, prior to the consummation thereof, have given notice pursuant to and made the deposit required by Section 8.03(e)(ii). The Indenture Trustee may exercise such right without possession or production of the Notes Certificates or proof of ownership thereof, and as representative of the Holders may exercise such right without notice to the Holders or including the Holders as parties to any suit or proceeding relating to foreclosure of any property in the Indenture Estate. Nonaffiliated Partner The Owner Trustee and Partnership each hereby irrevocably constitutes the Indenture Trustee the true and lawful attorney-in-fact of Nonaffiliated Partner the Owner Trustee (in the name of Nonaffiliated Partner the Owner Trustee or otherwise) and Partnership (in the name of Partnership or otherwise), as the case may be, for the purpose of effectuating any sale, assignment, transfer or delivery upon for enforcement of the Lien lien created under this Indenture, whether pursuant to foreclosure or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as the Indenture Trustee may consider necessary or appropriate, with full power of substitution, Nonaffiliated Partner the Owner Trustee and Partnership each hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by the Indenture Trustee or any purchaser, Nonaffiliated Partner the Owner Trustee and Partnership each shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to the Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request. (c) Subject to Sections 8.3(a), 8.3(e8.03(e) and 8.3(f8.03(f), if an Indenture Event of Default existshas occurred and is continuing, Nonaffiliated Partner the Owner Trustee or Partnership, or both, shall, at the request of the Indenture Trustee upon enforcement of the Lien created under this IndentureTrustee, promptly execute and deliver to the Indenture Trustee such instruments of title or other documents as the Indenture Trustee may deem necessary or advisable to enable the Indenture Trustee or an agent or representative designated by the Indenture Trustee, at such time or times and place or places as the Indenture Trustee may specify, to obtain possession of all or any part of the Indenture Estate. If Nonaffiliated Partner the Owner Trustee or Partnership shall for any Indenture-42 (1994 747 B) reason fails fail to execute and deliver such instruments and documents after such request by the Indenture Trustee, the Indenture Trustee shall be entitled entitled, in a proceeding to which the Owner Trustee will be a necessary party, to a judgment for specific performance of the covenants contained in the foregoing sentence, conferring upon the Indenture Trustee the right to immediate possession and requiring Nonaffiliated Partner the Owner Trustee or Partnership, as the case may be, to execute and deliver such instruments and documents to the Indenture Trustee. Subject to Sections 8.3(a), 8.3(e) and 8.3(f), The Indenture Trustee shall also be entitled to pursue all or any part of the Indenture Estate wherever it may be found and may enter any of the premises of Nonaffiliated Partner the Owner Trustee or Partnership or any other Person wherever the Indenture Estate may be or be supposed to be and search for the Indenture Estate and take possession of any item of the Indenture Estate pursuant to this Section 8.3(c8.03(c). Subject to Sections 8.3(a), 8.3(e) and 8.3(f), The Indenture Trustee may, from time to time, at the expense of the Indenture Estate, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Indenture Estate, as it may deem proper. In each such case, the Indenture Trustee shall have the right to use, operate, store, lease, control or manage the Indenture Estate Estate, and to exercise all rights and powers of Nonaffiliated Partner the Owner Trustee or Partnership relating to the Indenture Estate as the Indenture Trustee shall deem appropriate, including the right to enter into any and all such agreements with respect to the use, operation, storage, leasing, control or management of the Indenture Estate or any part thereof; and the Indenture Trustee shall be entitled to collect and receive directly all tolls, rents, payments, distributions rents (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted PropertyRent), issues, profits, products, revenues and other income of the Indenture Estate and every part thereof, without prejudice, however, to the right of the Indenture Trustee under any provision of this Indenture to collect and receive all cash held by, or required to be deposited with, the Indenture Trustee hereunder. In accordance with the terms of this Section 8.3(c8.03(c), such tolls, rents, payments, distributions rents (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted PropertyRent), issues, profits, products, revenues and other income shall be applied to pay the expenses of using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Nonaffiliated Partner the Owner Trustee and Partnership) and, to the extent permitted by the Lease, the Company), and all other payments which the Indenture Trustee may be required or authorized to make under any provision of this Indenture, including this Section 8.3(c8.03(c), as well as just and reasonable compensation for the services of the Indenture Trustee, and of all persons properly engaged and employed by the Indenture Trustee. If a BJ an Indenture Event of Default exists occurs and is continuing and the Indenture Trustee obtains shall have obtained possession of or title to the UnitsAircraft, the Indenture Trustee shall not be obligated to use or operate the Units Aircraft or cause the Units Aircraft to be used or operated directly or indirectly by itself or through agents or other representatives or to lease, license or otherwise permit or provide for the use or operation of the Units Aircraft by any other PersonPerson unless (i) the Indenture Trustee shall have been able to obtain insurance in kinds, at rates and Indenture-43 (1994 747 B) in amounts satisfactory to it in its discretion to protect the Indenture Estate and the Indenture Trustee, as trustee and individually, against any and all liability for loss or damage to the Aircraft and for public liability and property damage resulting from use or operation of the Aircraft and (ii) funds are available in the Indenture Estate to pay for all such insurance or, in lieu of such insurance, the Indenture Trustee is furnished with indemnification from the Holders or any other Person upon terms and in amounts satisfactory to the Indenture Trustee in its discretion to protect the Indenture Estate and the Indenture Trustee, as trustee and individually, against any and all such liabilities. (d) Subject to Sections 8.3(a8.03(b), 8.3(e8.03(e) and 8.3(f8.03(f), the Indenture Trustee may proceed to protect and enforce this Indenture and the Notes Certificates by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted, ; or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Indenture Estate or any part thereof, or for the recovery of judgment for the indebtedness secured by the Lien created under this Indenture or for the enforcement of any other proper, legal or equitable remedy available under applicable law. (1i) If Partnership fails the Company shall fail to distribute make any Priority Distribution distributable payment of Basic Rent under the Partnership Agreement at least ten Business Days after Lease when the Distribution Date thereforsame shall become due, Nonaffiliated Partner Trustee and if such failure of the Company to make such payment of Basic Rent shall not constitute the fourth consecutive such failure or the seventh or subsequent cumulative such failure, then as long as no Indenture Event of Default (other than arising from a Lease Event of Default not involving any Beneficiary, without failure to make any payments to which the consent of Indenture Trustee or any Holder is entitled hereunder when due) shall have occurred and be continuing, the Owner Participant or the Owner Trustee may (but subject need not) pay to the Indenture Trustee, at any time prior to the sixth day subsequent to the expiration of the grace period provided for in Section 14(a) of the Lease with respect to the payment of Basic Rent (and the Indenture Trustee shall not (without the prior written consent of the Owner Trustee) declare the Lease in default pursuant to Section 8.3(e)(i)(515 thereof or exercise any of the rights, powers or remedies pursuant to such Section 15 or this Article 8 prior to the occurrence of such date), may, within the time period specified in clause (4) below, pay to Indenture Trustee for application in accordance with Section 3.3, a sum an amount equal to the full amount of all (but not less than all) principal and interest (other than by acceleration) then due and payable on the Outstanding Notessuch payment of Basic Rent, together with any interest due thereon on account of the delayed payment thereof to the date of such Priority Distribution not being made payment, and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure as of the date of such payment any Indenture Event of Default which arose from such failure of the Company (including any Lease Event of Default arising from the Company's failure to pay interest in respect of such overdue Basic Rent for the period commencing on the Distribution Date date of such payment), but such cure shall not relieve the Company of any of its obligations. If the Company shall fail to perform or observe any covenant, condition or agreement to be performed or observed by it under the Lease, and if (but only if) the performance or observance thereof can be effected by the payment of money alone (it being understood that actions such as the obtaining of insurance and the procurement of maintenance services can be so effected), then as long as no other Indenture Event of Default Indenture-44 (1994 747 B) (other than those arising from a Lease Event of Default) shall have occurred and be continuing, the Owner Participant or the Owner Trustee may (but need not) pay to the Indenture Trustee (or to such other person as may be entitled to receive the same), at any time prior to the 11th day subsequent the expiration of the grace period, if any, provided with respect to such failure on the part of the Company in Section 4.4(b) 14 of the Partnership AgreementLease (and the Indenture Trustee shall not (without the prior written consent of the Owner Trustee) declare the Lease in default pursuant to Section 15 thereof or exercise any of the rights, powers or remedies pursuant to such Section 15 or this Article 8 prior to the occurrence of such date), all sums necessary to effect the performance or observance of such covenant or agreement of the Company, together with any interest due thereon on account of the delayed payment thereof to the date of such payments and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure as of the date of such payment any Indenture Event of Default which arose from such failure of the Company (including any Lease Event of Default arising from the Company's failure to pay interest in respect of such overdue payment for the period commencing on the date of such payment), but such cure shall not relieve the Company of any of its obligations. Upon any payment of Basic Rent by the Owner Participant or the Owner Trustee in accordance with the first sentence of this Section 8.03(e)(i), or upon any payment of any other sums by the Owner Participant or the Owner Trustee in accordance with the second sentence of this Section 8.03(e)(i), the Owner Participant or the Owner Trustee shall, to the extent of their respective payments, be subrogated, in the case of any such payment in accordance with such first sentence, to the rights of the Indenture Trustee, as assignee hereunder of the Owner Trustee, or, in the case of any such payment in accordance with such second sentence, to the rights of the Indenture Trustee or such other person as the case may be, which actually received such payment, to receive such payment of Basic Rent or such other payment, as the case may be (and any interest due thereon on account of the delayed payment thereof), and shall be entitled to receive such payment upon its receipt by the Indenture Trustee or such other person, as aforesaid (but in each case only if all amounts of principal of, and interest at the time due and payable on, the Certificates together with interest due thereon on account of the delayed payment thereof shall have been paid in full); provided that neither the Owner Participant nor the Owner Trustee shall attempt to recover any such amount paid by it on behalf of the Company pursuant to this Section 8.03(e)(i) except by demanding of the Company payment of such amount or by proceeding by appropriate court action against the Company to enforce the payment of such amount pursuant to Section 15(g), but only said Section 15(g), of the Lease. (2ii) If Partnership In the event that (A) at any time one or General Partner defaults in more Lease Events of Default shall have occurred and be continuing for a period of 180 days or more but less than one year and the payment Certificates shall not have been accelerated or performance (B) the Certificates shall have been accelerated pursuant to Section 8.02 or after one or more Lease Events of any obligation hereunder Default shall have occurred and be continuing for a period of one year or under more, the Partnership Agreement (other than the obligation to make Priority Distributions) Owner Trustee or the Participation Agreement, Guarantor defaults in the payment or performance of any obligation under the Guaranty or the Participation Agreement, BJ USA defaults in the payment or performance of any obligation under the Participation Agreement, Service Taker defaults in the payment or performance of any obligation under the Services Agreement or the Participation Agreement or Operator defaults in the payment or performance of any obligation under the O&M Agreement or the Participation Agreement and such default constitutes a BJ Default and can be cured, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder, Owner Participant may, within the period specified in clause (4) belowat its option, pay or perform such obligation on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator or otherwise perform such obligations on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, without the necessity of giving any give at least 30 days' prior irrevocable notice to Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, it being understood and agreed that nothing herein contained shall be deemed or construed to prohibit Nonaffiliated Partner Trustee or any Beneficiary from exercising any such rights of Partnership before any such notice from Indenture Trustee.the

Other Remedies Available to Indenture Trustee. (a) If After an Indenture Event of Default existsshall have occurred and so long as such Indenture Event of Default shall be continuing, then and in every such case the Indenture Trustee, as trustee of an express trust and as assignee hereunder of Nonaffiliated Partner Trustee's Partnership Interest or as holder of a security interest in the Units Aircraft or otherwise, Engines may, and when required pursuant to Section the provisions of Article 9 shall, exercise (subject to the following sentence and Sections 8.3(e) and 8.3(f))exercise, any or all of the rights and powers and pursue any and all of the remedies accorded to Nonaffiliated Partner Trustee a secured party under the Partnership Agreement and the Participation Agreement and to Partnership and Nonaffiliated Partner Trustee under the O&M Agreement, the Services Agreement and this Section 8applicable law, may recover judgment in its own name as Indenture Trustee against the Indenture Estate and may take possession of all or any part of the Indenture Estate and may exclude Nonaffiliated Partner Trustee, Partnership, any Partner, Operator, Service Taker and Beneficiaries the Owner and all Persons claiming under any of them wholly or partly therefrom. Notwithstanding any other provision of this Indenture or any other of the Basic Documents to the contrary, Indenture Trustee shall not be entitled pursuant to Section 8.3(b. (b) or otherwise to sell any of the Partnership Indenture Estate or exercise other remedies against the Partnership Indenture Estate or to exercise BJ Remedies (as defined below) until such time, if any, as a BJ Event of Default exists. Notwithstanding any other provision of this Indenture or any other of the Basic Documents, Indenture Trustee shall not be entitled to exercise any remedy hereunder as a result of After an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless Indenture Trustee shall have occurred and so long as security assignee of Nonaffiliated Partner Trustee declares the O&M Agreement to be in default and simultaneously, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, O&M Agreement and Participation Agreement and is not then stayed or otherwise prevented from doing so by operation of law, exercises one or more of the rights or remedies (each right or remedy, a "BJ Remedy") in Section 6.1(d), 11.1, 11.3 or 11.4 of the Partnership Agreement, Section 15.1 of the O&M Agreement involving a termination of the O&M Agreement or any other remedy in Section 15.1 of the O&M Agreement or Section 5.22 of the Participation Agreement; except, that if Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising BJ Remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty to the same extent as if such assumption had not occurred. (b) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if an Indenture Event of Default existsshall be continuing, the Indenture Trustee may, if at the time such action is may be lawful and always subject to compliance with any mandatory legal requirements, either with or without taking possession, and either before or after taking possession, possession and without instituting any legal proceedings whatsoever, and having first given notice of such action sale by registered mail to Nonaffiliated Partner Trusteethe Owner, Partnership and each Beneficiary once at least 15 30 days before prior to the date of such actionsale, and any other notice which may be required by law, sell and dispose of the Indenture Estate, or any part thereof, or interest therein, at a private sale or sales or a public auction to the highest bidder, in each caseor private sale, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Indenture Trustee may determine, and at any place (whether or not it is be the location of the Indenture Estate or any part thereof) and time designated in the notice above referred to. Notwithstanding any provision herein or in any other Basic Document to the contrary; provided, Indenture Trustee shall not sell any of the Partnership Indenture Estate or exercise other remedies against the Partnership Indenture Estate or exercise BJ Remedies unless a BJ Event of Default exists. Notwithstanding however, that, notwithstanding any provision herein to the contrary or in any other Basic Documentcontrary, the Indenture Trustee shall may not provide the notice provided for above of its intention to sell any of the Indenture Estate or Estate, exercise other remedies against the Indenture Estate seeking to deprive Beneficiaries the Owner of their interest its rights therein as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless a declaration of acceleration has been made pursuant to Section 8.2, Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares 8.02 or the O&M Agreement to be in default Equipment Notes have otherwise theretofore become due and Indenture Trustee is simultaneously exercising, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, the Participation Agreement and the O&M Agreement and is not then stayed payable through redemption or otherwise prevented from doing so by operation of law, one or more BJ Remedies; and no private sale may be made to BJ USA or any of its Affiliates; except, that if Indenture Trustee is so stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty as if such assumption had not occurredotherwise. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further notice, and the Indenture Trustee and the Noteholder or Noteholders of any Holder Equipment Notes, or any interest therein, may bid and become the purchaser at any such sale. Indenture Trustee may exercise such right without possession or production of the Notes or proof of ownership thereof, sale and as representative of Holders may exercise such right without notice each Noteholder shall be entitled at any sale to Holders or including Holders as parties to credit against any suit or proceeding relating to foreclosure of any property in the Indenture Estate. Nonaffiliated Partner Trustee and Partnership each hereby irrevocably constitutes Indenture Trustee the true and lawful attorney-in-fact of Nonaffiliated Partner Trustee (in the name of Nonaffiliated Partner Trustee or otherwise) and Partnership (in the name of Partnership or otherwise), as the case may be, for the purpose of effectuating any sale, assignment, transfer or delivery upon enforcement of the Lien created under this Indenture, whether pursuant to foreclosure or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as Indenture Trustee may consider necessary or appropriate, with full power of substitution, Nonaffiliated Partner Trustee and Partnership each hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by Indenture Trustee or any purchaser, Nonaffiliated Partner Trustee and Partnership each shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request. (c) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if an Indenture Event of Default exists, Nonaffiliated Partner Trustee or Partnership, or both, shall, at the request of Indenture Trustee upon enforcement of the Lien created under this Indenture, promptly execute and deliver to Indenture Trustee such instruments of title or other documents as Indenture Trustee may deem necessary or advisable to enable Indenture Trustee or an agent or representative designated by Indenture Trustee, purchase price bid at such time and place or places as Indenture Trustee may specify, to obtain possession of sale by such Noteholder all or any part of the Indenture Estate. If Nonaffiliated Partner Trustee or Partnership for any reason fails unpaid Secured Obligations owing to execute and deliver such instruments and documents after such request by Indenture Trustee, Indenture Trustee shall be entitled to a judgment for specific performance of the covenants contained in the foregoing sentence, conferring upon Indenture Trustee the right to immediate possession and requiring Nonaffiliated Partner Trustee or Partnership, as the case may be, to execute and deliver such instruments and documents to Indenture Trustee. Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee shall also be entitled to pursue all or any part of the Indenture Estate wherever it may be found and may enter any of the premises of Nonaffiliated Partner Trustee or Partnership or any other Person wherever the Indenture Estate may be or be supposed to be and search for the Indenture Estate and take possession of any item of the Indenture Estate pursuant to this Section 8.3(c). Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee may, from time to time, at the expense of the Indenture Estate, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Indenture Estate, as it may deem proper. In each such case, Indenture Trustee shall have the right to use, operate, store, lease, control or manage the Indenture Estate and to exercise all rights and powers of Nonaffiliated Partner Trustee or Partnership relating to the Indenture Estate as Indenture Trustee shall deem appropriate, including the right to enter into any and all such agreements with respect to the use, operation, storage, leasing, control or management of the Indenture Estate or any part thereof; and Indenture Trustee shall be entitled to collect and receive directly all tolls, rents, payments, distributions (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted Property), issues, profits, products, revenues and other income of the Indenture Estate and every part thereof, without prejudice, however, to the right of Indenture Trustee under any provision of this Indenture to collect and receive cash held by, or required to be deposited with, Indenture Trustee hereunder. In accordance with the terms of this Section 8.3(c), such tolls, rents, payments, distributions (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted Property), issues, profits, products, revenues and other income shall be applied to pay the expenses of using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements, and to make all payments which Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Nonaffiliated Partner Trustee and Partnership) and all other payments which Indenture Trustee may be required or authorized to make under any provision of this Indenture, including this Section 8.3(c), as well as just and reasonable compensation for the services of Indenture Trustee, and of all persons properly engaged and employed by Indenture Trustee. If a BJ Event of Default exists and Indenture Trustee obtains possession of or title to the Units, Indenture Trustee shall not be obligated to use or operate the Units or cause the Units to be used or operated directly or indirectly by itself or through agents or other representatives or to lease, license or otherwise permit or provide for the use or operation of the Units by any other Person. (d) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee may proceed to protect and enforce this Indenture and the Notes by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted, or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Indenture Estate or any part thereof, or for the recovery of judgment for the indebtedness Noteholder secured by the Lien created under of this Indenture or for the enforcement of any other proper, legal or equitable remedy available under applicable law. (1) If Partnership fails to distribute any Priority Distribution distributable under the Partnership Agreement at least ten Business Days after the Distribution Date therefor, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder but subject to Section 8.3(e)(i)(5), may, within the time period specified in clause (4) below, pay to Indenture Trustee for application in accordance with Section 3.3, a sum equal to the amount of all (but not less than all) principal and interest (other than by acceleration) then due and payable on the Outstanding Notes, together with any interest on account of such Priority Distribution not being made on the Distribution Date as provided in Section 4.4(b) of the Partnership Agreement. (2) If Partnership or General Partner defaults in the payment or performance of any obligation hereunder or under the Partnership Agreement (other than the obligation to make Priority Distributions) or the Participation Agreement, Guarantor defaults in the payment or performance of any obligation under the Guaranty or the Participation Agreement, BJ USA defaults in the payment or performance of any obligation under the Participation Agreement, Service Taker defaults in the payment or performance of any obligation under the Services Agreement or the Participation Agreement or Operator defaults in the payment or performance of any obligation under the O&M Agreement or the Participation Agreement and such default constitutes a BJ Default and can be cured, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder, may, within the period specified in clause (4) below, pay or perform such obligation on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator or otherwise perform such obligations on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, without the necessity of giving any notice to Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, it being understood and agreed that nothing herein contained shall be deemed or construed to prohibit Nonaffiliated Partner Trustee or any Beneficiary from exercising any such rights of Partnership before any such notice from Indenture Trustee.. The Indenture

Other Remedies Available to Indenture Trustee. (a) If After an Indenture Event of Default existsshall have occurred and so long as such Indenture Event of Default shall be continuing, then and in every such case the Indenture Trustee, as trustee of an express trust and as assignee hereunder of Nonaffiliated Partner Trustee's Partnership Interest the Lease or as holder of a security interest in the Units Aircraft or Engines or otherwise, may, and when required pursuant to Section the provisions of Article 9 shall, exercise (exercise, subject to the following sentence and Sections 8.3(e8.03(b), 8.03(e), 8.03(f) and 8.3(f)8.03(h), any or all of the rights and powers and pursue any and all of the remedies accorded to Nonaffiliated Partner the Owner Trustee under pursuant to Section 15 of the Partnership Agreement and the Participation Agreement and to Partnership and Nonaffiliated Partner Trustee under the O&M Agreement, the Services Agreement Lease and this Section Article 8, may recover judgment in its own name as Indenture Trustee against the Indenture Estate and may take possession of all or any part of the Indenture Estate and may exclude Nonaffiliated Partner Trustee, Partnership, any Partner, Operator, Service Taker the Owner Trustee and Beneficiaries the Owner Participant and all Persons claiming under any of them wholly or partly therefrom. Notwithstanding any other provision of this Indenture or any other of the Basic Documents to the contrary, Indenture Trustee shall not be entitled pursuant to Section 8.3(b. (b) or otherwise to sell any of the Partnership Indenture Estate or exercise other remedies against the Partnership Indenture Estate or to exercise BJ Remedies (as defined below) until such time, if any, as a BJ Event of Default exists. Notwithstanding any other provision of this Indenture or any other of the Basic Documents, Indenture Trustee shall not be entitled to exercise any remedy hereunder as a result of After an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless Indenture Trustee shall have occurred and so long as security assignee of Nonaffiliated Partner Trustee declares the O&M Agreement to be in default and simultaneously, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, O&M Agreement and Participation Agreement and is not then stayed or otherwise prevented from doing so by operation of law, exercises one or more of the rights or remedies (each right or remedy, a "BJ Remedy") in Section 6.1(d), 11.1, 11.3 or 11.4 of the Partnership Agreement, Section 15.1 of the O&M Agreement involving a termination of the O&M Agreement or any other remedy in Section 15.1 of the O&M Agreement or Section 5.22 of the Participation Agreement; except, that if Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising BJ Remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty to the same extent as if such assumption had not occurred. (b) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if an Indenture Event of Default existsshall be continuing, subject to Sections 8.03(e), 8.03(f) and 8.03(h), the Indenture Trustee may, if at the time such action is may be lawful and always subject to compliance with any mandatory legal requirements, either with or without taking possession, and either before or after taking possession, possession and without instituting any legal proceedings whatsoever, and having first given notice of such action sale, assignment, transfer and/or delivery by registered mail to Nonaffiliated Partner the Owner Trustee, Partnership the Owner Participant and each Beneficiary once the Lessee at least 15 30 days before prior to the date of such actionsale, and any other notice which may be required by law, sell sell, assign, transfer, deliver and dispose of the Indenture Estate, or any part thereof, or interest therein, at a private sale or sales or a public auction to the highest bidder, in each caseor private sale, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Indenture Trustee may determine, and at any place (whether or not it is be the location of the Indenture Estate or any part thereof) and time designated in the notice above referred to. Notwithstanding any provision herein or in any other Basic Document to the contrary; provided, Indenture Trustee shall not sell any of the Partnership Indenture Estate or exercise other remedies against the Partnership Indenture Estate or exercise BJ Remedies unless a BJ Event of Default exists. Notwithstanding however, that, notwithstanding any provision herein to the contrary or in any other Basic Documentcontrary, -------- ------- the Indenture Trustee shall may not sell provide the notice provided for above of its intention to sell, assign, transfer or deliver any of the Indenture Estate Estate, exercise remedies under the Lease or exercise other remedies [First Amended and Restated Trust Indenture and Security Agreement (1989 I)] against the Indenture Estate seeking to deprive Beneficiaries the Owner Trustee or the Owner Participant of their interest its rights therein as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless a declaration of acceleration has been made pursuant to Section 8.2, Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares 8.02 or the O&M Agreement to be in default Equipment Notes have otherwise theretofore become due and Indenture Trustee is simultaneously exercising, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, the Participation Agreement and the O&M Agreement and is not then stayed payable through redemption or otherwise prevented from doing so by operation of law, one or more BJ Remedies; and no private sale may be made to BJ USA or any of its Affiliates; except, that if Indenture Trustee is so stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty as if such assumption had not occurredotherwise. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further notice, and the Indenture Trustee and the Noteholder or Noteholders of any Holder Equipment Notes, or any interest therein, may bid and become the purchaser at any such salesale and each Noteholder shall be entitled at any sale to credit against any purchase price bid at such sale by such Noteholder all or any part of the unpaid Secured Obligations owing to such Noteholder secured by the Lien of this Indenture. No such sale may be consummated if the Owner Trustee or the Owner Participant shall, prior to the consummation thereof, have given notice pursuant to and made the deposit required by, and in accordance with, Section 8.03(e)(ii). The Indenture Trustee may exercise such right without possession or production of the Equipment Notes or proof of ownership thereof, and as representative of Holders the Noteholders may exercise such right without notice to Holders the Noteholders or including Holders the Noteholders as parties to any suit or proceeding relating to foreclosure of any property in the Indenture Estate. Nonaffiliated Partner The Owner Trustee and Partnership each hereby irrevocably constitutes the Indenture Trustee the true and lawful attorney-in-fact of Nonaffiliated Partner the Owner Trustee (in the name of Nonaffiliated Partner the Owner Trustee or otherwise) and Partnership (in the name of Partnership or otherwise), as the case may be, for the purpose of effectuating any sale, assignment, transfer or delivery upon for enforcement of the Lien lien created under this IndentureAgreement, whether pursuant to foreclosure or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as the Indenture Trustee may consider necessary or appropriate, with full power of substitution, Nonaffiliated Partner the Owner Trustee and Partnership each hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by the Indenture Trustee or any purchaser, Nonaffiliated Partner the Owner Trustee and Partnership each shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to the Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request. (c) Subject to Sections 8.3(a8.03(b), 8.3(e8.03(e), 8.03(f) and 8.3(f), if an Indenture Event of Default exists, Nonaffiliated Partner Trustee or Partnership, or both, shall, at the request of Indenture Trustee upon enforcement of the Lien created under this Indenture, promptly execute and deliver to Indenture Trustee such instruments of title or other documents as Indenture Trustee may deem necessary or advisable to enable Indenture Trustee or an agent or representative designated by Indenture Trustee, at such time and place or places as Indenture Trustee may specify, to obtain possession of all or any part of the Indenture Estate. If Nonaffiliated Partner Trustee or Partnership for any reason fails to execute and deliver such instruments and documents after such request by Indenture Trustee, Indenture Trustee shall be entitled to a judgment for specific performance of the covenants contained in the foregoing sentence, conferring upon Indenture Trustee the right to immediate possession and requiring Nonaffiliated Partner Trustee or Partnership, as the case may be, to execute and deliver such instruments and documents to Indenture Trustee. Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee shall also be entitled to pursue all or any part of the Indenture Estate wherever it may be found and may enter any of the premises of Nonaffiliated Partner Trustee or Partnership or any other Person wherever the Indenture Estate may be or be supposed to be and search for the Indenture Estate and take possession of any item of the Indenture Estate pursuant to this Section 8.3(c). Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee may, from time to time, at the expense of the Indenture Estate, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Indenture Estate, as it may deem proper. In each such case, Indenture Trustee shall have the right to use, operate, store, lease, control or manage the Indenture Estate and to exercise all rights and powers of Nonaffiliated Partner Trustee or Partnership relating to the Indenture Estate as Indenture Trustee shall deem appropriate, including the right to enter into any and all such agreements with respect to the use, operation, storage, leasing, control or management of the Indenture Estate or any part thereof; and Indenture Trustee shall be entitled to collect and receive directly all tolls, rents, payments, distributions (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted Property), issues, profits, products, revenues and other income of the Indenture Estate and every part thereof, without prejudice, however, to the right of Indenture Trustee under any provision of this Indenture to collect and receive cash held by, or required to be deposited with, Indenture Trustee hereunder. In accordance with the terms of this Section 8.3(c), such tolls, rents, payments, distributions (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted Property), issues, profits, products, revenues and other income shall be applied to pay the expenses of using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements, and to make all payments which Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Nonaffiliated Partner Trustee and Partnership) and all other payments which Indenture Trustee may be required or authorized to make under any provision of this Indenture, including this Section 8.3(c), as well as just and reasonable compensation for the services of Indenture Trustee, and of all persons properly engaged and employed by Indenture Trustee. If a BJ Event of Default exists and Indenture Trustee obtains possession of or title to the Units, Indenture Trustee shall not be obligated to use or operate the Units or cause the Units to be used or operated directly or indirectly by itself or through agents or other representatives or to lease, license or otherwise permit or provide for the use or operation of the Units by any other Person. (d) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee may proceed to protect and enforce this Indenture and the Notes by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted, or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Indenture Estate or any part thereof, or for the recovery of judgment for the indebtedness secured by the Lien created under this Indenture or for the enforcement of any other proper, legal or equitable remedy available under applicable law. (1) If Partnership fails to distribute any Priority Distribution distributable under the Partnership Agreement at least ten Business Days after the Distribution Date therefor, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder but subject to Section 8.3(e)(i)(5), may, within the time period specified in clause (4) below, pay to Indenture Trustee for application in accordance with Section 3.3, a sum equal to the amount of all (but not less than all) principal and interest (other than by acceleration) then due and payable on the Outstanding Notes, together with any interest on account of such Priority Distribution not being made on the Distribution Date as provided in Section 4.4(b) of the Partnership Agreement. (2) If Partnership or General Partner defaults in the payment or performance of any obligation hereunder or under the Partnership Agreement (other than the obligation to make Priority Distributions) or the Participation Agreement, Guarantor defaults in the payment or performance of any obligation under the Guaranty or the Participation Agreement, BJ USA defaults in the payment or performance of any obligation under the Participation Agreement, Service Taker defaults in the payment or performance of any obligation under the Services Agreement or the Participation Agreement or Operator defaults in the payment or performance of any obligation under the O&M Agreement or the Participation Agreement and such default constitutes a BJ Default and can be cured, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder, may, within the period specified in clause (4) below, pay or perform such obligation on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator or otherwise perform such obligations on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, without the necessity of giving any notice to Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, it being understood and agreed that nothing herein contained shall be deemed or construed to prohibit Nonaffiliated Partner Trustee or any Beneficiary from exercising any such rights of Partnership before any such notice from Indenture Trustee.8.03

Other Remedies Available to Indenture Trustee. (a) If After an Indenture Event of Default existsshall have occurred and so long as such Indenture Event of Default shall be continuing, then and in every such case the Indenture Trustee, as trustee of an express trust and as assignee hereunder of Nonaffiliated Partner Trustee's Partnership Interest or as holder of a security interest in the Units Aircraft or otherwise, Engines may, and when required pursuant to Section the provisions of Article 9 shall, exercise (subject to the following sentence and Sections 8.3(e) and 8.3(f))exercise, any or all of the rights and powers and pursue any and all of the remedies accorded to Nonaffiliated Partner Trustee a secured party under the Partnership Agreement and the Participation Agreement and to Partnership and Nonaffiliated Partner Trustee under the O&M Agreement, the Services Agreement and this Section 8applicable law, may recover judgment in its own name as Indenture Trustee against the Indenture Estate and may take possession of all or any part of the Indenture Estate and may exclude Nonaffiliated Partner Trustee, Partnership, any Partner, Operator, Service Taker and Beneficiaries the Owner and all Persons claiming under any of them wholly or partly therefrom. Notwithstanding ; provided, however, that during any other provision of this Indenture or any other period when possession of the Basic Documents Aircraft has been transferred to and the Aircraft is subject to the contraryCivil Reserve Air Fleet Program in accordance with the provisions of Section 4.01(b) hereof and in possession of the United States [Trust Indenture and Mortgage (2000-2 747-1)] Government or an agency or instrumentality of the United States, the Indenture Trustee shall not not, on account of any Indenture Event of Default, be entitled pursuant to Section 8.3(b) or otherwise to sell do any of the Partnership Indenture Estate or exercise other remedies against following set forth in this Section 8.03 in such manner as to limit the Partnership Indenture Estate or to exercise BJ Remedies Owner's control under this Agreement (as defined below) until such time, if any, as a BJ Event of Default exists. Notwithstanding any other provision of this Indenture or any other Permitted Lessee's control under any Permitted Lease) of any Airframe or any Engines installed thereon, unless at least sixty (60) days' (or such lesser period as may then be applicable under the Air Mobility Command program of the Basic DocumentsUnited States Government) written notice of default hereunder shall have been given by the Indenture Trustee by registered or certified mail to the Owner (and any Permitted Lessee) with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under any contract with the Owner (or any Permitted Lessee) relating to the Aircraft; provided, further, that the Indenture Trustee shall not be entitled give the Owner thirty (30) days' prior written notice of its intention to exercise any remedy hereunder as a result of sell the Aircraft. (b) After an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless Indenture Trustee shall have occurred and so long as security assignee of Nonaffiliated Partner Trustee declares the O&M Agreement to be in default and simultaneously, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, O&M Agreement and Participation Agreement and is not then stayed or otherwise prevented from doing so by operation of law, exercises one or more of the rights or remedies (each right or remedy, a "BJ Remedy") in Section 6.1(d), 11.1, 11.3 or 11.4 of the Partnership Agreement, Section 15.1 of the O&M Agreement involving a termination of the O&M Agreement or any other remedy in Section 15.1 of the O&M Agreement or Section 5.22 of the Participation Agreement; except, that if Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising BJ Remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty to the same extent as if such assumption had not occurred. (b) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if an Indenture Event of Default existsshall be continuing, the Indenture Trustee may, if at the time such action is may be lawful and always subject to compliance with any mandatory legal requirements, either with or without taking possession, and either before or after taking possession, possession and without instituting any legal proceedings whatsoever, and having first given notice of such action sale by registered mail to Nonaffiliated Partner Trusteethe Owner, Partnership and each Beneficiary once at least 15 30 days before prior to the date of such actionsale, and any other notice which may be required by law, sell and dispose of the Indenture Estate, or any part thereof, or interest therein, at a private sale or sales or a public auction to the highest bidder, in each caseor private sale, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Indenture Trustee may determine, and at any place (whether or not it is be the location of the Indenture Estate or any part thereof) and time designated in the notice above referred to. Notwithstanding any provision herein or in any other Basic Document to the contrary; provided, Indenture Trustee shall not sell any of the Partnership Indenture Estate or exercise other remedies against the Partnership Indenture Estate or exercise BJ Remedies unless a BJ Event of Default exists. Notwithstanding however, that, notwithstanding any provision herein to the contrary or in any other Basic Documentcontrary, the Indenture Trustee shall may not provide the notice provided for above of its intention to sell any of the Indenture Estate or exercise other remedies against the Indenture Estate seeking to deprive Beneficiaries the Owner of their interest its rights therein as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless a declaration of acceleration has been made pursuant to Section 8.2, Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares 8.02 or the O&M Agreement to be in default Equipment Notes have otherwise theretofore become due and Indenture Trustee is simultaneously exercising, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, the Participation Agreement and the O&M Agreement and is not then stayed payable through redemption or otherwise prevented from doing so by operation of law, one or more BJ Remedies; and no private sale may be made to BJ USA or any of its Affiliates; except, that if Indenture Trustee is so stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty as if such assumption had not occurredotherwise. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further notice, and the Indenture Trustee and the Noteholder or Noteholders of any Holder Equipment Notes, or any interest therein, may bid and become the purchaser at any such salesale and each Noteholder shall be entitled at any sale to credit against any purchase price bid at such sale by such Noteholder all or any part of the unpaid Secured Obligations owing to such Noteholder secured by the Lien of this Agreement (in the case of such Noteholder, only to the extent that such unpaid Secured Obligation would have been paid to such Noteholder pursuant to Article III hereof if such purchase price were paid in cash and this sentence, other than this parenthetical, was not given effect). The Indenture Trustee may exercise such right without possession or production of the Equipment Notes or proof of ownership thereof, and as representative of Holders the Noteholders may exercise such right without notice to Holders the Noteholders or including Holders the Noteholders as parties to any suit or proceeding relating to foreclosure of any property in the Indenture Estate. Nonaffiliated Partner Trustee [Trust Indenture and Partnership each hereby irrevocably constitutes Indenture Trustee the true and lawful attorneyMortgage (2000-in2 747-fact of Nonaffiliated Partner Trustee (in the name of Nonaffiliated Partner Trustee or otherwise) and Partnership (in the name of Partnership or otherwise1), as the case may be, for the purpose of effectuating any sale, assignment, transfer or delivery upon enforcement of the Lien created under this Indenture, whether pursuant to foreclosure or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as Indenture Trustee may consider necessary or appropriate, with full power of substitution, Nonaffiliated Partner Trustee and Partnership each hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by Indenture Trustee or any purchaser, Nonaffiliated Partner Trustee and Partnership each shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request.] (c) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if If an Indenture Event of Default existshas occurred and is continuing, Nonaffiliated Partner Trustee or Partnership, or both, shall, at the request of Indenture Trustee upon enforcement of the Lien created under this Indenture, promptly execute and deliver to Indenture Trustee such instruments of title or other documents as Indenture Trustee may deem necessary or advisable to enable Indenture Trustee or an agent or representative designated by Indenture Trustee, at such time and place or places as Indenture Trustee may specify, to obtain possession of all or any part of the Indenture Estate. If Nonaffiliated Partner Trustee or Partnership for any reason fails to execute and deliver such instruments and documents after such request by Indenture Trustee, Indenture Trustee shall be entitled to a judgment for specific performance of the covenants contained in the foregoing sentence, conferring upon Indenture Trustee the right to immediate possession and requiring Nonaffiliated Partner Trustee or Partnership, as the case may be, to execute and deliver such instruments and documents to Indenture Trustee. Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee shall also be entitled to pursue all or any part of the Indenture Estate wherever it may be found and may enter any of the premises of Nonaffiliated Partner Trustee or Partnership the Owner or any other Person wherever the Indenture Estate may be or be supposed to be and search for the Indenture Estate and take possession of any item of the Indenture Estate pursuant to this Section 8.3(c8.03(c). Subject to Sections 8.3(a), 8.3(e) and 8.3(f), The Indenture Trustee may, from time to time, at the expense of the Indenture Estate, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Indenture Estate, as it may deem proper. In each such case, the Indenture Trustee shall have the right to maintain, use, insure, operate, store, lease, control or manage the Indenture Estate Estate, and to carry on business and exercise all rights and powers of Nonaffiliated Partner Trustee or Partnership the Owner relating to the Indenture Estate as the Indenture Trustee shall deem appropriate, including the right to enter into any and all such agreements with respect to the maintenance, use, insurance, operation, storage, leasing, control or management of the Indenture Estate or any part thereof; and . The Indenture Trustee shall be entitled to collect and receive directly all tolls, rents, payments, distributions (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted Property), issues, profits, products, revenues and or other income of the Indenture Estate and every part thereof, without prejudice, however, pursuant to the right of Indenture Trustee under any provision of this Indenture to collect and receive cash held by, or required to be deposited with, Indenture Trustee hereunderSection 8.03(c). In accordance with the terms of this Section 8.3(c8.03(c), such tolls, rents, payments, distributions (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted Property), issues, profits, products, revenues and other income shall be applied to pay the expenses of using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Nonaffiliated Partner Trustee and Partnership) the Owner), and all other payments which the Indenture Trustee may be required or authorized to make under any provision of this IndentureAgreement, including this Section 8.3(c8.03(c), as well as just and reasonable compensation for the services of the Indenture Trustee, and of all persons properly engaged and employed by the Indenture Trustee. If a BJ an Indenture Event of Default exists occurs and is continuing and the Indenture Trustee obtains shall have obtained possession of or title to the UnitsAircraft, the Indenture Trustee shall not be obligated to use or operate the Units Aircraft or cause the Units Aircraft to be used or operated directly or indirectly by itself or through agents or other representatives or to lease, license or otherwise permit or provide for the use or operation of the Units Aircraft by any other PersonPerson unless (i) the Indenture Trustee shall have been able to obtain insurance in kinds, at rates and in amounts satisfactory to it in its discretion to protect the Indenture Estate and the Indenture Trustee, as trustee and individually, against any and all liability for loss or damage to the Aircraft and for public liability and property damage resulting from use or operation of the Aircraft and (ii) funds are available in the Indenture Estate to pay for all such insurance or, in lieu of such insurance, the Indenture Trustee is furnished with indemnification from the Noteholders or any other Person upon terms and in amounts satisfactory to the Indenture Trustee in its discretion to protect the Indenture Estate and the Indenture Trustee, as trustee and individually, against any and all such liabilities. (d) Subject to Sections 8.3(a8.03(b), 8.3(e) and 8.3(f), the Indenture Trustee may proceed to protect and enforce this Indenture Agreement and the Equipment Notes by suit or suits or proceedings in equity, at [Trust Indenture and Mortgage (2000-2 747-1)] law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted, ; or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Indenture Estate or any part thereof, or for the recovery of judgment for the indebtedness secured by the Lien created under this Indenture Agreement or for the enforcement of any other proper, legal or equitable remedy available under applicable law. (1e) If Partnership fails Each and every right, power and remedy herein given to distribute any Priority Distribution distributable under the Partnership Agreement at least ten Business Days after the Distribution Date therefor, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee specifically or otherwise in this Agreement shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often in such order as may be deemed expedient by the Indenture Trustee, and the exercise or the beginning of the exercise of any Holder but subject power or remedy shall not be construed to Section 8.3(e)(i)(5)be a waiver of the right to exercise at the same time or thereafter any other right, may, within power or remedy. No delay or omission by the time period specified in clause (4) below, pay to Indenture Trustee for application in accordance with Section 3.3the exercise of any right, remedy or power or in pursuing any remedy shall impair any such right, power or remedy or be construed to be a sum equal to the amount waiver of all (but not less than all) principal and interest (other than by acceleration) then due and payable any default on the Outstanding Notes, together with any interest on account of such Priority Distribution not being made on the Distribution Date as provided in Section 4.4(b) part of the Partnership AgreementOwner or to be an acquiescence therein. (2f) If Partnership or General Partner defaults in Notwithstanding anything contained herein to the payment or performance of any obligation hereunder or under contrary, so long as the Partnership Agreement Subordination Agent (other than the obligation to make Priority Distributions) or the Participation Agreement, Guarantor defaults in the payment or performance of any obligation under the Guaranty or the Participation Agreement, BJ USA defaults in the payment or performance of any obligation under the Participation Agreement, Service Taker defaults in the payment or performance of any obligation under the Services Agreement or the Participation Agreement or Operator defaults in the payment or performance of any obligation under the O&M Agreement or the Participation Agreement and such default constitutes a BJ Default and can be cured, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder, may, within the period specified in clause (4) below, pay or perform such obligation acting on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator or otherwise perform such obligations on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, without the necessity of giving any notice to Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, it being understood and agreed that nothing herein contained shall be deemed or construed to prohibit Nonaffiliated Partner Trustee Pass Through Trustees) or any Beneficiary from exercising Pass Through Trustee is a Noteholder, the Indenture Trustee is not authorized or empowered to acquire title to the Indenture Estate, or to take any action with respect to any of the Indenture Estate so acquired by it, if such rights of Partnership before acquisition or action would cause any such notice from Indenture TrusteePass Through Trust to fail to qualify as a "grantor trust" for federal income tax purposes.

Other Remedies Available to Indenture Trustee. (a) If --------------------------------------------- After an Indenture Event of Default existsshall have occurred and so long as such Indenture Event of Default shall be continuing, then and in every such case the Indenture Trustee, as trustee of an express trust and as assignee hereunder of Nonaffiliated Partner Trustee's Partnership Interest or as holder of a security interest in the Units Aircraft or otherwise, Engines may, and when required pursuant to Section the provisions of Article 9 shall, exercise (subject to the following sentence and Sections 8.3(e) and 8.3(f))exercise, any or all of the rights and powers and pursue any and all of the remedies accorded to Nonaffiliated Partner Trustee a secured party under the Partnership Agreement and the Participation Agreement and to Partnership and Nonaffiliated Partner Trustee under the O&M Agreement, the Services Agreement and this Section 8applicable law, may recover judgment in its own name as Indenture Trustee against the Indenture Estate and may take possession of all or any part of the Indenture Estate and may exclude Nonaffiliated Partner Trustee, Partnership, any Partner, Operator, Service Taker and Beneficiaries the Owner and all Persons claiming under any of them wholly or partly therefrom. Notwithstanding ; provided, however, that during any other provision of this Indenture or any other period when possession of the Basic Documents Aircraft has been transferred to and the Aircraft is subject to the contraryCivil Reserve Air Fleet Program in accordance with the provisions of Section 4.01(b) hereof and in possession of the United States Government or an agency or instrumentality of the United States, the Indenture Trustee shall not not, on account of any Indenture Event of Default, be entitled pursuant to Section 8.3(b) or otherwise to sell do any of the Partnership Indenture Estate or exercise other remedies against following set forth in this Section 8.03 in such manner as to limit the Partnership Indenture Estate or to exercise BJ Remedies Owner's control under this Agreement (as defined below) until such time, if any, as a BJ Event of Default exists. Notwithstanding any other provision of this Indenture or any other Permitted Lessee's control under any Permitted Lease) of any Airframe or any Engines installed thereon, unless at least sixty (60) days' (or such lesser period as may then be applicable under the Air Mobility Command program of the Basic DocumentsUnited States Government) written notice of default hereunder shall have been given by the Indenture Trustee by registered or certified mail to the Owner (and any Permitted Lessee) with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under any contract with the Owner (or any Permitted Lessee) relating to the Aircraft; provided, further, that the Indenture Trustee shall not be entitled to exercise any remedy hereunder as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares give the O&M Agreement to be in default and simultaneously, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, O&M Agreement and Participation Agreement and is not then stayed or otherwise prevented from doing so by operation of law, exercises one or more of the rights or remedies Owner thirty (each right or remedy, a "BJ Remedy"30) in Section 6.1(d), 11.1, 11.3 or 11.4 of the Partnership Agreement, Section 15.1 of the O&M Agreement involving a termination of the O&M Agreement or any other remedy in Section 15.1 of the O&M Agreement or Section 5.22 of the Participation Agreement; except, that if Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising BJ Remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty to the same extent as if such assumption had not occurred. (b) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if an Indenture Event of Default exists, Indenture Trustee may, if at the time such action is lawful and subject to compliance with any mandatory legal requirements, either with or without taking possession, and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given days' prior written notice of such action by registered mail its intention to Nonaffiliated Partner Trustee, Partnership and each Beneficiary once at least 15 days before sell the date of such action, and any other notice required by law, sell and dispose of the Indenture Estate, or any part thereof, or interest therein, at a private sale or sales or a public auction to the highest bidder, in each case, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as Indenture Trustee may determine, and at any place (whether or not it is the location of the Indenture Estate or any part thereof) and time designated in the notice above referred to. Notwithstanding any provision herein or in any other Basic Document to the contrary, Indenture Trustee shall not sell any of the Partnership Indenture Estate or exercise other remedies against the Partnership Indenture Estate or exercise BJ Remedies unless a BJ Event of Default exists. Notwithstanding any provision herein to the contrary or in any other Basic Document, Indenture Trustee shall not sell any of the Indenture Estate or exercise other remedies against the Indenture Estate seeking to deprive Beneficiaries of their interest therein as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless a declaration of acceleration has been made pursuant to Section 8.2, Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares the O&M Agreement to be in default and Indenture Trustee is simultaneously exercising, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, the Participation Agreement and the O&M Agreement and is not then stayed or otherwise prevented from doing so by operation of law, one or more BJ Remedies; and no private sale may be made to BJ USA or any of its Affiliates; except, that if Indenture Trustee is so stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty as if such assumption had not occurred. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further notice, and Indenture Trustee and any Holder may bid and become the purchaser at any such sale. Indenture Trustee may exercise such right without possession or production of the Notes or proof of ownership thereof, and as representative of Holders may exercise such right without notice to Holders or including Holders as parties to any suit or proceeding relating to foreclosure of any property in the Indenture Estate. Nonaffiliated Partner Trustee and Partnership each hereby irrevocably constitutes Indenture Trustee the true and lawful attorney-in-fact of Nonaffiliated Partner Trustee (in the name of Nonaffiliated Partner Trustee or otherwise) and Partnership (in the name of Partnership or otherwise), as the case may be, for the purpose of effectuating any sale, assignment, transfer or delivery upon enforcement of the Lien created under this Indenture, whether pursuant to foreclosure or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as Indenture Trustee may consider necessary or appropriate, with full power of substitution, Nonaffiliated Partner Trustee and Partnership each hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by Indenture Trustee or any purchaser, Nonaffiliated Partner Trustee and Partnership each shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such requestAircraft. (c) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if an Indenture Event of Default exists, Nonaffiliated Partner Trustee or Partnership, or both, shall, at the request of Indenture Trustee upon enforcement of the Lien created under this Indenture, promptly execute and deliver to Indenture Trustee such instruments of title or other documents as Indenture Trustee may deem necessary or advisable to enable Indenture Trustee or an agent or representative designated by Indenture Trustee, at such time and place or places as Indenture Trustee may specify, to obtain possession of all or any part of the Indenture Estate. If Nonaffiliated Partner Trustee or Partnership for any reason fails to execute and deliver such instruments and documents after such request by Indenture Trustee, Indenture Trustee shall be entitled to a judgment for specific performance of the covenants contained in the foregoing sentence, conferring upon Indenture Trustee the right to immediate possession and requiring Nonaffiliated Partner Trustee or Partnership, as the case may be, to execute and deliver such instruments and documents to Indenture Trustee. Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee shall also be entitled to pursue all or any part of the Indenture Estate wherever it may be found and may enter any of the premises of Nonaffiliated Partner Trustee or Partnership or any other Person wherever the Indenture Estate may be or be supposed to be and search for the Indenture Estate and take possession of any item of the Indenture Estate pursuant to this Section 8.3(c). Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee may, from time to time, at the expense of the Indenture Estate, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Indenture Estate, as it may deem proper. In each such case, Indenture Trustee shall have the right to use, operate, store, lease, control or manage the Indenture Estate and to exercise all rights and powers of Nonaffiliated Partner Trustee or Partnership relating to the Indenture Estate as Indenture Trustee shall deem appropriate, including the right to enter into any and all such agreements with respect to the use, operation, storage, leasing, control or management of the Indenture Estate or any part thereof; and Indenture Trustee shall be entitled to collect and receive directly all tolls, rents, payments, distributions (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted Property), issues, profits, products, revenues and other income of the Indenture Estate and every part thereof, without prejudice, however, to the right of Indenture Trustee under any provision of this Indenture to collect and receive cash held by, or required to be deposited with, Indenture Trustee hereunder. In accordance with the terms of this Section 8.3(c), such tolls, rents, payments, distributions (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted Property), issues, profits, products, revenues and other income shall be applied to pay the expenses of using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements, and to make all payments which Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Nonaffiliated Partner Trustee and Partnership) and all other payments which Indenture Trustee may be required or authorized to make under any provision of this Indenture, including this Section 8.3(c), as well as just and reasonable compensation for the services of Indenture Trustee, and of all persons properly engaged and employed by Indenture Trustee. If a BJ Event of Default exists and Indenture Trustee obtains possession of or title to the Units, Indenture Trustee shall not be obligated to use or operate the Units or cause the Units to be used or operated directly or indirectly by itself or through agents or other representatives or to lease, license or otherwise permit or provide for the use or operation of the Units by any other Person. (d) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee may proceed to protect and enforce this Indenture and the Notes by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted, or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Indenture Estate or any part thereof, or for the recovery of judgment for the indebtedness secured by the Lien created under this Indenture or for the enforcement of any other proper, legal or equitable remedy available under applicable law. (1) If Partnership fails to distribute any Priority Distribution distributable under the Partnership Agreement at least ten Business Days after the Distribution Date therefor, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder but subject to Section 8.3(e)(i)(5), may, within the time period specified in clause (4) below, pay to Indenture Trustee for application in accordance with Section 3.3, a sum equal to the amount of all (but not less than all) principal and interest (other than by acceleration) then due and payable on the Outstanding Notes, together with any interest on account of such Priority Distribution not being made on the Distribution Date as provided in Section 4.4(b) of the Partnership Agreement. (2) If Partnership or General Partner defaults in the payment or performance of any obligation hereunder or under the Partnership Agreement (other than the obligation to make Priority Distributions) or the Participation Agreement, Guarantor defaults in the payment or performance of any obligation under the Guaranty or the Participation Agreement, BJ USA defaults in the payment or performance of any obligation under the Participation Agreement, Service Taker defaults in the payment or performance of any obligation under the Services Agreement or the Participation Agreement or Operator defaults in the payment or performance of any obligation under the O&M Agreement or the Participation Agreement and such default constitutes a BJ Default and can be cured, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder, may, within the period specified in clause (4) below, pay or perform such obligation on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator or otherwise perform such obligations on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, without the necessity of giving any notice to Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, it being understood and agreed that nothing herein contained shall be deemed or construed to prohibit Nonaffiliated Partner Trustee or any Beneficiary from exercising any such rights of Partnership before any such notice from Indenture Trustee.

Other Remedies Available to Indenture Trustee. (a) If After an Indenture Event of Default existsshall have occurred and so long as such Indenture Event of Default shall be continuing, then and in every such case the Indenture Trustee, as trustee of an express trust and as assignee hereunder of Nonaffiliated Partner Trustee's Partnership Interest the Lease or as holder of a security interest in the Units Aircraft or Engines or otherwise, may, and when required pursuant to Section the provisions of Article 9 shall, exercise (exercise, subject to the following sentence and Sections 8.3(e8.03(b) and 8.3(f)8.03(e), any or all of the rights and powers and pursue any and all of the remedies accorded to Nonaffiliated Partner the Owner Trustee under pursuant to Section 15 of the Partnership Agreement and the Participation Agreement and to Partnership and Nonaffiliated Partner Trustee under the O&M Agreement, the Services Agreement Lease and this Section Article 8, may recover judgment in its own name as Indenture Trustee against the Indenture Estate and may take possession of all or any part of the Indenture Estate and may exclude Nonaffiliated Partner Trustee, Partnership, any Partner, Operator, Service Taker the Owner Trustee and Beneficiaries the Owner Participant and all Persons claiming under any of them wholly or partly therefrom. Notwithstanding any other provision of this Indenture or any other of the Basic Documents to the contrary, The Indenture Trustee shall not be entitled pursuant to Section 8.3(b) or otherwise to sell any have and may exercise all of the Partnership Indenture Estate or exercise other rights and remedies against of a secured party under the Partnership Indenture Estate or to exercise BJ Remedies Uniform Commercial Code as in effect in any applicable jurisdiction. TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -33- 40 (as defined belowb) until such time, if any, as a BJ Event of Default exists. Notwithstanding any other provision of this Indenture or any other of the Basic Documents, Indenture Trustee shall not be entitled to exercise any remedy hereunder as a result of After an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares the O&M Agreement Default, subject to be in default and simultaneously, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, O&M Agreement and Participation Agreement and is not then stayed or otherwise prevented from doing so by operation of law, exercises one or more of the rights or remedies (each right or remedy, a "BJ Remedy") in Section 6.1(d8.03(e), 11.1, 11.3 or 11.4 of the Partnership Agreement, Section 15.1 of the O&M Agreement involving a termination of the O&M Agreement or any other remedy in Section 15.1 of the O&M Agreement or Section 5.22 of the Participation Agreement; except, that if Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising BJ Remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty to the same extent as if such assumption had not occurred. (b) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if an Indenture Event of Default exists, Indenture Trustee may, if at the time such action is may be lawful and always subject to compliance with any mandatory legal requirements, either with or without taking possession, and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given notice of such action by registered mail sale to Nonaffiliated Partner the Owner Trustee, Partnership the Owner Participant and each Beneficiary once the Company at least 15 10 days before prior to the date of such action, and any other notice required by lawsale, sell and dispose of the Indenture Estate, or any part thereof, or interest therein, at a public or private sale or sales or a public auction to the highest bidder, in each caseauction, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Indenture Trustee may determine, and at any place (whether or not it is be the location of the Indenture Estate or any part thereof) and time designated in the notice above referred to. Notwithstanding any provision herein or in any other Basic Document to the contrary; provided, Indenture Trustee shall not sell any of the Partnership Indenture Estate or exercise other remedies against the Partnership Indenture Estate or exercise BJ Remedies unless a BJ Event of Default exists. Notwithstanding however, that notwithstanding any provision herein to the contrary or in any other Basic Documentcontrary, the Indenture Trustee shall may not provide the notice provided for above of its intention to sell any of the Indenture Estate or exercise other remedies against the Indenture Estate seeking to deprive Beneficiaries the Owner Trustee or the Owner Participant of their interest its rights therein as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless a declaration of acceleration has been made pursuant to Section 8.2, Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares 8.02 or the O&M Agreement to be in default Certificates have otherwise become due and Indenture Trustee is simultaneously exercising, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, the Participation Agreement and the O&M Agreement and is not then stayed payable through redemption or otherwise prevented from doing so by operation of law, one or more BJ Remedies; and no private sale may be made to BJ USA or any of its Affiliates; except, that if Indenture Trustee is so stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty as if such assumption had not occurredotherwise. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further notice, and the Indenture Trustee and the Holder or Holders of any Holder Certificates, or any interest therein, may bid and become the purchaser at any such sale, and each Holder shall be entitled, at any such sale, to credit against the purchase price bid thereby all or any part of the unpaid obligations owing to such Holder and secured by the Lien of this Agreement. The Indenture Trustee may exercise such right without possession or production of the Notes Certificates or proof of ownership thereof, and as representative of the Holders may exercise such right without notice to the Holders or including the Holders as parties to any suit or proceeding relating to foreclosure of any property in the Indenture Estate. Nonaffiliated Partner The Owner Trustee and Partnership each hereby irrevocably constitutes the Indenture Trustee the true and lawful attorney-in-fact of Nonaffiliated Partner the Owner Trustee (in the name of Nonaffiliated Partner the Owner Trustee or otherwise) and Partnership (in the name of Partnership or otherwise), as the case may be, for the purpose of effectuating any sale, assignment, transfer or delivery upon for enforcement of the Lien created under this IndentureAgreement, whether pursuant to foreclosure or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as the Indenture Trustee may consider necessary or appropriate, with full power of substitution, Nonaffiliated Partner the Owner Trustee and Partnership each hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by the Indenture Trustee or any purchaser, Nonaffiliated Partner the Owner Trustee and Partnership each shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to the Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request. (c) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if an Indenture Event of Default exists, Nonaffiliated Partner Trustee or Partnership, or both, shall, at the request of Indenture Trustee upon enforcement of the Lien created under this Indenture, promptly execute and deliver to Indenture Trustee such instruments of title or other documents as Indenture Trustee may deem necessary or advisable to enable Indenture Trustee or an agent or representative designated by Indenture Trustee, at such time and place or places as Indenture Trustee may specify, to obtain possession of all or any part of the Indenture Estate. If Nonaffiliated Partner Trustee or Partnership for any reason fails to execute and deliver such instruments and documents after such request by Indenture Trustee, Indenture Trustee shall be entitled to a judgment for specific performance of the covenants contained in the foregoing sentence, conferring upon Indenture Trustee the right to immediate possession and requiring Nonaffiliated Partner Trustee or Partnership, as the case may be, to execute and deliver such instruments and documents to Indenture Trustee. Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee shall also be entitled to pursue all or any part of the Indenture Estate wherever it may be found and may enter any of the premises of Nonaffiliated Partner Trustee or Partnership or any other Person wherever the Indenture Estate may be or be supposed to be and search for the Indenture Estate and take possession of any item of the Indenture Estate pursuant to this Section 8.3(c). Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee may, from time to time, at the expense of the Indenture Estate, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Indenture Estate, as it may deem proper. In each such case, Indenture Trustee shall have the right to use, operate, store, lease, control or manage the Indenture Estate and to exercise all rights and powers of Nonaffiliated Partner Trustee or Partnership relating to the Indenture Estate as Indenture Trustee shall deem appropriate, including the right to enter into any and all such agreements with respect to the use, operation, storage, leasing, control or management of the Indenture Estate or any part thereof; and Indenture Trustee shall be entitled to collect and receive directly all tolls, rents, payments, distributions (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted Property), issues, profits, products, revenues and other income of the Indenture Estate and every part thereof, without prejudice, however, to the right of Indenture Trustee under any provision of this Indenture to collect and receive cash held by, or required to be deposited with, Indenture Trustee hereunder. In accordance with the terms of this Section 8.3(c), such tolls, rents, payments, distributions (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted Property), issues, profits, products, revenues and other income shall be applied to pay the expenses of using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements, and to make all payments which Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Nonaffiliated Partner Trustee and Partnership) and all other payments which Indenture Trustee may be required or authorized to make under any provision of this Indenture, including this Section 8.3(c), as well as just and reasonable compensation for the services of Indenture Trustee, and of all persons properly engaged and employed by Indenture Trustee. If a BJ Event of Default exists and Indenture Trustee obtains possession of or title to the Units, Indenture Trustee shall not be obligated to use or operate the Units or cause the Units to be used or operated directly or indirectly by itself or through agents or other representatives or to lease, license or otherwise permit or provide for the use or operation of the Units by any other Person. (d) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee may proceed to protect and enforce this Indenture and the Notes by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted, or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Indenture Estate or any part thereof, or for the recovery of judgment for the indebtedness secured by the Lien created under this Indenture or for the enforcement of any other proper, legal or equitable remedy available under applicable law. (1) If Partnership fails to distribute any Priority Distribution distributable under the Partnership Agreement at least ten Business Days after the Distribution Date therefor, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder but subject to Section 8.3(e)(i)(5), may, within the time period specified in clause (4) below, pay to Indenture Trustee for application in accordance with Section 3.3, a sum equal to the amount of all (but not less than all) principal and interest (other than by acceleration) then due and payable on the Outstanding Notes, together with any interest on account of such Priority Distribution not being made on the Distribution Date as provided in Section 4.4(b) of the Partnership Agreement. (2) If Partnership or General Partner defaults in the payment or performance of any obligation hereunder or under the Partnership Agreement (other than the obligation to make Priority Distributions) or the Participation Agreement, Guarantor defaults in the payment or performance of any obligation under the Guaranty or the Participation Agreement, BJ USA defaults in the payment or performance of any obligation under the Participation Agreement, Service Taker defaults in the payment or performance of any obligation under the Services Agreement or the Participation Agreement or Operator defaults in the payment or performance of any obligation under the O&M Agreement or the Participation Agreement and such default constitutes a BJ Default and can be cured, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder, may, within the period specified in clause (4) below, pay or perform such obligation on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator or otherwise perform such obligations on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, without the necessity of giving any notice to Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, it being understood and agreed that nothing herein contained shall be deemed or construed to prohibit Nonaffiliated Partner Trustee or any Beneficiary from exercising any such rights of Partnership before any such notice from Indenture Trustee.

Other Remedies Available to Indenture Trustee. (a) If After an Indenture Event of Default existsshall have occurred and so long as such Indenture Event of Default shall be continuing, then and in every such case the Indenture Trustee, as trustee of an express trust and as assignee hereunder of Nonaffiliated Partner Trustee's Partnership Interest the Lease or as holder of a security interest in the Units Aircraft or Engines or otherwise, may, and when required pursuant to Section the provisions of Article 9 shall, exercise (exercise, subject to the following sentence and Sections 8.3(e8.03(b) and 8.3(f)8.03(e), any or all of the rights and powers and pursue any and all of the remedies accorded to Nonaffiliated Partner the Owner Trustee under pursuant to Section 15 of the Partnership Agreement and the Participation Agreement and to Partnership and Nonaffiliated Partner Trustee under the O&M Agreement, the Services Agreement Lease and this Section 8Article 8 (other than in respect of Excluded Payments), may recover judgment in its own name as Indenture Trustee against the Indenture Estate and may take possession of all or any part of the Indenture Estate and may exclude Nonaffiliated Partner Trustee, Partnership, any Partner, Operator, Service Taker the Owner Trustee and Beneficiaries the Owner Participant and all Persons claiming under any of them wholly or partly therefrom. Notwithstanding any other provision of this Indenture or any other of the Basic Documents to the contrary, The Indenture Trustee shall not be entitled pursuant to Section 8.3(b) or otherwise to sell any of the Partnership Indenture Estate or have and may exercise other remedies against the Partnership Indenture Estate or to exercise BJ Remedies (as defined below) until such time, if any, as a BJ Event of Default exists. Notwithstanding any other provision of this Indenture or any other of the Basic Documents, Indenture Trustee shall not be entitled to exercise any remedy hereunder as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares the O&M Agreement to be in default and simultaneously, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, O&M Agreement and Participation Agreement and is not then stayed or otherwise prevented from doing so by operation of law, exercises one or more all of the rights or and remedies (each right or remedy, of a "BJ Remedy") secured party under the Uniform Commercial Code as in Section 6.1(d), 11.1, 11.3 or 11.4 of the Partnership Agreement, Section 15.1 of the O&M Agreement involving a termination of the O&M Agreement or any other remedy in Section 15.1 of the O&M Agreement or Section 5.22 of the Participation Agreement; except, that if Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall effect in any event refrain from so foreclosing or otherwise exercising BJ Remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty to the same extent as if such assumption had not occurredapplicable jurisdiction. (b) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if After an Indenture Event of Default existsDefault, subject to Section 8.03(e), the Indenture Trustee may, if at the time such action is may be lawful and always subject to compliance with any mandatory legal requirements, either with or without taking possession, and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given notice of such action by registered mail sale to Nonaffiliated Partner the Owner Trustee, Partnership the Owner Participant and each Beneficiary once the Company at least 15 10 days before prior to the date of such action, and any other notice required by lawsale, sell and dispose of the Indenture Estate, or any part thereof, or interest therein, at a public or private sale or sales or a public auction to the highest bidder, in each caseauction, in one TRUST INDENTURE AND SECURITY AGREEMENT [N396SW] -36- 43 lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Indenture Trustee may determine, and at any place (whether or not it is be the location of the Indenture Estate or any part thereof) and time designated in the notice above referred to. Notwithstanding any provision herein or in any other Basic Document to the contrary; provided, Indenture Trustee shall not sell any of the Partnership Indenture Estate or exercise other remedies against the Partnership Indenture Estate or exercise BJ Remedies unless a BJ Event of Default exists. Notwithstanding however, that notwithstanding any provision herein to the contrary or in any other Basic Documentcontrary, the Indenture Trustee shall may not provide the notice provided for above of its intention to sell any of the Indenture Estate or exercise other remedies against the Indenture Estate seeking to deprive Beneficiaries the Owner Trustee or the Owner Participant of their interest its rights therein as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless a declaration of acceleration has been made pursuant to Section 8.2, Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares 8.02 or the O&M Agreement to be in default Certificates have otherwise theretofore become due and Indenture Trustee is simultaneously exercising, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, the Participation Agreement and the O&M Agreement and is not then stayed payable through redemption or otherwise prevented from doing so by operation of law, one or more BJ Remedies; and no private sale may be made to BJ USA or any of its Affiliates; except, that if Indenture Trustee is so stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty as if such assumption had not occurredotherwise. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further notice, and the Indenture Trustee and the Holder or Holders of any Holder Certificates, or any interest therein, may bid and become the purchaser at any such sale, and each Holder shall be entitled, at any such sale, to credit against the purchase price bid thereby all or any part of the unpaid obligations owing to such Holder and secured by the Lien of this Agreement. The Indenture Trustee may exercise such right without possession or production of the Notes Certificates or proof of ownership thereof, and as representative of the Holders may exercise such right without notice to the Holders or including the Holders as parties to any suit or proceeding relating to foreclosure of any property in the Indenture Estate. Nonaffiliated Partner The Owner Trustee and Partnership each hereby irrevocably constitutes the Indenture Trustee the true and lawful attorney-in-fact of Nonaffiliated Partner the Owner Trustee (in the name of Nonaffiliated Partner the Owner Trustee or otherwise) and Partnership (in the name of Partnership or otherwise), as the case may be, for the purpose of effectuating any sale, assignment, transfer or delivery upon for enforcement of the Lien created under this IndentureAgreement, whether pursuant to foreclosure or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as the Indenture Trustee may consider necessary or appropriate, with full power of substitution, Nonaffiliated Partner the Owner Trustee and Partnership each hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by the Indenture Trustee or any purchaser, Nonaffiliated Partner the Owner Trustee and Partnership each shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to the Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request. (c) Subject to Sections 8.3(a), 8.3(e8.03(b) and 8.3(f8.03(e), if an Indenture Event of Default existshas occurred and is continuing, Nonaffiliated Partner the Owner Trustee or Partnership, or both, shall, at the request of the Indenture Trustee upon enforcement of the Lien created under this IndentureTrustee, promptly execute and deliver to the Indenture Trustee such instruments of title or other documents as the Indenture Trustee may deem necessary or advisable to enable the Indenture Trustee or an agent or representative designated by the Indenture Trustee, at such time or times and place or places as the Indenture Trustee may specify, to obtain possession of all or any part of the Indenture Estate. If Nonaffiliated Partner the Owner Trustee or Partnership shall for any reason fails fail to execute and deliver such instruments and documents after such request by the Indenture Trustee, the Indenture Trustee shall be entitled to a judgment for specific performance of the covenants contained in the foregoing sentence, conferring upon the Indenture Trustee the right to immediate possession and requiring Nonaffiliated Partner the Owner Trustee or Partnership, as the case may be, to execute and deliver such instruments and documents to the Indenture Trustee. Subject to Sections 8.3(a), 8.3(e) and 8.3(f), The Indenture Trustee shall also be entitled to pursue all or any part of the Indenture Estate wherever it may be found and may enter any of the premises of Nonaffiliated Partner the Owner Trustee or Partnership or any other Person wherever the Indenture Estate may be or be supposed to be and search for the Indenture Estate and take possession of any item of the Indenture Estate pursuant to this Section 8.3(c8.03(c). Subject to Sections 8.3(a), 8.3(e) and 8.3(f), The Indenture Trustee may, from time to TRUST INDENTURE AND SECURITY AGREEMENT [N396SW] -37- 44 time, at the expense of the Indenture Estate, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Indenture Estate, as it may deem proper. In each such case, the Indenture Trustee shall have the right to use, operate, store, lease, control or manage the Indenture Estate Estate, and to exercise all rights and powers of Nonaffiliated Partner the Owner Trustee or Partnership relating to the Indenture Estate as the Indenture Trustee shall deem appropriate, including the right to enter into any and all such agreements with respect to the use, operation, storage, leasing, control or management of the Indenture Estate or any part thereof; and the Indenture Trustee shall be entitled to collect and receive directly all tolls, rents, payments, distributions rents (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted PropertyRent), issues, profits, products, revenues and other income of the Indenture Estate and every part thereof, without prejudice, however, to the right of the Indenture Trustee under any provision of this Indenture Agreement to collect and receive all cash held by, or required to be deposited with, the Indenture Trustee hereunder. In accordance with the terms of this Section 8.3(c8.03(c), such tolls, rents, payments, distributions rents (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted PropertyRent), issues, profits, products, revenues and other income shall be applied to pay the expenses of using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Nonaffiliated Partner the Owner Trustee and Partnership) and, to the extent permitted by the Lease, the Company), and all other payments which the Indenture Trustee may be required or authorized to make under any provision of this IndentureAgreement, including this Section 8.3(c8.03(c), as well as just and reasonable compensation for the services of the Indenture Trustee, and of all persons properly engaged and employed by the Indenture Trustee. If a BJ an Indenture Event of Default exists occurs and is continuing and the Indenture Trustee obtains shall have obtained possession of or title to the UnitsAircraft, the Indenture Trustee shall not be obligated to use or operate the Units Aircraft or cause the Units Aircraft to be used or operated directly or indirectly by itself or through agents or other representatives or to lease, license or otherwise permit or provide for the use or operation of the Units Aircraft by any other PersonPerson unless (i) the Indenture Trustee shall have been able to obtain insurance in kinds, at rates and in amounts satisfactory to it in its discretion to protect the Indenture Estate and the Indenture Trustee, as trustee and individually, against any and all liability for loss or damage to the Aircraft and for public liability and property damage resulting from use or operation of the Aircraft and (ii) funds are available in the Indenture Estate to pay for all such insurance or, in lieu of such insurance, the Indenture Trustee is furnished with indemnification from the Holders or any other Person upon terms and in amounts satisfactory to the Indenture Trustee in its discretion to protect the Indenture Estate and the Indenture Trustee, as trustee and individually, against any and all such liabilities. (d) Subject to Sections 8.3(a8.03(b) and 8.03(e), 8.3(e) and 8.3(f), the Indenture Trustee may proceed to protect and enforce this Indenture Agreement and the Notes Certificates by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted, granted or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Indenture Estate or any part thereof, or for the recovery of judgment for the indebtedness secured by the TRUST INDENTURE AND SECURITY AGREEMENT [N396SW] -38- 45 Lien created under this Indenture Agreement or for the enforcement of any other properpower, legal or equitable remedy available under applicable law. (1i) If Partnership fails the Company shall fail to distribute make any Priority Distribution distributable payment of Basic Rent under the Partnership Agreement Lease and such failure shall have become a Lease Event of Default then as long as no other Indenture Event of Default shall have occurred and be continuing, the Owner Participant or the Owner Trustee may (but need not) pay to the Indenture Trustee, at least any time prior to the expiration of a period of ten Business Days (the "10-Day Period") after such failure shall have become a Lease Event of Default (prior to the expiration of which 10-Day Period the Indenture Trustee shall not (without the prior written consent of the Owner Trustee), notwithstanding any provision hereof to the contrary, exercise any of the rights, powers or remedies pursuant to Section 15 of the Lease or this Article 8), an amount equal to the full amount of such payment of Basic Rent, together with any interest due thereon under the Lease on account of the delayed payment thereof to the date of such payment, and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure any Indenture Event of Default which arose from such failure of the Company as of such date of payment (but such cure shall not relieve the Company of any of its obligations). If the Company shall fail to perform or observe any covenant, condition or agreement to be performed or observed by it under the Lease (other than its obligation to pay Basic Rent), and if (but only if) the performance or observance thereof can be effected by the payment of money alone (it being understood that actions such as the obtaining of insurance and the procurement of maintenance services can be so effected), then as long as no other Indenture Event of Default (other than those arising from a Lease Event of Default) shall have occurred and be continuing, the Owner Participant or the Owner Trustee may (but need not) pay to the Indenture Trustee (or to such other Person as may be entitled to receive the same), at any time prior to the expiration of a period of ten Business Days after the Distribution Date thereforexpiration of the grace period, Nonaffiliated Partner if any, provided with respect to such failure on the part of the Company in Section 14 of the Lease (prior to the expiration of which 10-Day Period the Indenture Trustee or any Beneficiary, shall not (without the prior written consent of Indenture Trustee the Owner Trustee), notwithstanding any provision hereof to the contrary, exercise any of the rights, powers or any Holder but subject remedies pursuant to Section 8.3(e)(i)(5)15 of the Lease or this Article 8), may, within all sums necessary to effect the time period specified in clause (4) below, pay to Indenture Trustee for application in accordance with Section 3.3, a sum equal to performance or observance of such covenant or agreement of the amount of all (but not less than all) principal and interest (other than by acceleration) then due and payable on the Outstanding NotesCompany, together with any interest due thereon under the Lease on account of the delayed payment thereof to the date of such payment, and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure any Indenture Event of Default which arose from such failure of the Company as of such date of payment (but such cure shall not relieve the Company of any of its obligations). If, on the basis specified in the preceding sentences, any Lease Events of Default shall have been remedied, then any declaration pursuant to this Indenture that the Certificates are due and payable or that an Indenture Event of Default exists hereunder, based solely upon such Lease Events of Default, shall be deemed to be rescinded, and, in the case of the first and second sentences of this Section 8.03(e)(i), the Owner Participant or the Owner Trustee shall (to the extent of any such payments made by it) be subrogated to the rights of the Holders of the Certificates under Section 3.03, to receive from the Indenture Trustee such payment of overdue Basic Rent or other amount (and the payment of interest on account of such Priority Distribution Basic Rent or other amount being overdue) and shall be entitled, so long as no other Indenture Event of Default or Indenture Default shall have occurred and be continuing or would result therefrom, to receive, subject to the provisions of this Indenture, such payment upon receipt thereof by the Indenture Trustee; provided, that the Owner Participant shall not being made on the Distribution Date as provided in Section 4.4(b) of the Partnership Agreement. (2) If Partnership or General Partner defaults in the payment or performance of otherwise attempt to recover any obligation hereunder or under the Partnership Agreement (other than the obligation to make Priority Distributions) or the Participation Agreement, Guarantor defaults in the payment or performance of any obligation under the Guaranty or the Participation Agreement, BJ USA defaults in the payment or performance of any obligation under the Participation Agreement, Service Taker defaults in the payment or performance of any obligation under the Services Agreement or the Participation Agreement or Operator defaults in the payment or performance of any obligation under the O&M Agreement or the Participation Agreement and such default constitutes a BJ Default and can be cured, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder, may, within the period specified in clause (4) below, pay or perform such obligation amount paid by it on behalf of Partnershipthe Company pursuant to this Section 8.03(e)(i) except by demanding of payment of such amount or by commencing TRUST INDENTURE AND SECURITY AGREEMENT [N396SW] -39- 46 an action at law against the Company for the payment of such amount; and provided, General Partnerfurther, Guarantor, BJ USA, Service Taker or Operator or otherwise perform such obligations on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, without the necessity of giving any notice to Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, it being understood and agreed that nothing herein contained shall be deemed or construed to prohibit Nonaffiliated Partner Trustee or any Beneficiary from exercising any such rights of Partnership before any such notice from Indenture Trustee.that:

Other Remedies Available to Indenture Trustee. (a) If After an Indenture Event of Default existsshall have occurred and so long as such Indenture Event of Default shall be continuing, then and in every such case the Indenture Trustee, as trustee of an express trust and as assignee hereunder of Nonaffiliated Partner Trustee's Partnership Interest the Lease or as holder of a security interest in the Units Aircraft or Engines or otherwise, may, and when required pursuant to Section the provisions of Article 9 shall, exercise (exercise, subject to the following sentence and Sections 8.3(e8.03(b) and 8.3(f)8.03(e), any or all of the rights and powers and pursue any and all of the TRUST INDENTURE AND SECURITY AGREEMENT [N602SW] -33- 40 remedies accorded to Nonaffiliated Partner the Owner Trustee under pursuant to Section 15 of the Partnership Agreement and the Participation Agreement and to Partnership and Nonaffiliated Partner Trustee under the O&M Agreement, the Services Agreement Lease and this Section Article 8, may recover judgment in its own name as Indenture Trustee against the Indenture Estate and may take possession of all or any part of the Indenture Estate and may exclude Nonaffiliated Partner Trustee, Partnership, any Partner, Operator, Service Taker the Owner Trustee and Beneficiaries the Owner Participant and all Persons claiming under any of them wholly or partly therefrom. Notwithstanding any other provision of this Indenture or any other of the Basic Documents to the contrary, The Indenture Trustee shall not be entitled pursuant to Section 8.3(b) or otherwise to sell any of the Partnership Indenture Estate or have and may exercise other remedies against the Partnership Indenture Estate or to exercise BJ Remedies (as defined below) until such time, if any, as a BJ Event of Default exists. Notwithstanding any other provision of this Indenture or any other of the Basic Documents, Indenture Trustee shall not be entitled to exercise any remedy hereunder as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares the O&M Agreement to be in default and simultaneously, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, O&M Agreement and Participation Agreement and is not then stayed or otherwise prevented from doing so by operation of law, exercises one or more all of the rights or and remedies (each right or remedy, of a "BJ Remedy") secured party under the Uniform Commercial Code as in Section 6.1(d), 11.1, 11.3 or 11.4 of the Partnership Agreement, Section 15.1 of the O&M Agreement involving a termination of the O&M Agreement or any other remedy in Section 15.1 of the O&M Agreement or Section 5.22 of the Participation Agreement; except, that if Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall effect in any event refrain from so foreclosing or otherwise exercising BJ Remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty to the same extent as if such assumption had not occurredapplicable jurisdiction. (b) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if After an Indenture Event of Default existsDefault, subject to Section 8.03(e), the Indenture Trustee may, if at the time such action is may be lawful and always subject to compliance with any mandatory legal requirements, either with or without taking possession, and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given notice of such action by registered mail sale to Nonaffiliated Partner the Owner Trustee, Partnership the Owner Participant and each Beneficiary once the Company at least 15 10 days before prior to the date of such action, and any other notice required by lawsale, sell and dispose of the Indenture Estate, or any part thereof, or interest therein, at a public or private sale or sales or a public auction to the highest bidder, in each caseauction, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Indenture Trustee may determine, and at any place (whether or not it is be the location of the Indenture Estate or any part thereof) and time designated in the notice above referred to. Notwithstanding any provision herein or in any other Basic Document to the contrary; provided, Indenture Trustee shall not sell any of the Partnership Indenture Estate or exercise other remedies against the Partnership Indenture Estate or exercise BJ Remedies unless a BJ Event of Default exists. Notwithstanding however, that notwithstanding any provision herein to the contrary or in any other Basic Documentcontrary, the Indenture Trustee shall may not provide the notice provided for above of its intention to sell any of the Indenture Estate or exercise other remedies against the Indenture Estate seeking to deprive Beneficiaries the Owner Trustee or the Owner Participant of their interest its rights therein as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless a declaration of acceleration has been made pursuant to Section 8.2, Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares 8.02 or the O&M Agreement to be in default Certificates have otherwise theretofore become due and Indenture Trustee is simultaneously exercising, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, the Participation Agreement and the O&M Agreement and is not then stayed payable through redemption or otherwise prevented from doing so by operation of law, one or more BJ Remedies; and no private sale may be made to BJ USA or any of its Affiliates; except, that if Indenture Trustee is so stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty as if such assumption had not occurredotherwise. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further notice, and the Indenture Trustee and the Holder or Holders of any Holder Certificates, or any interest therein, may bid and become the purchaser at any such sale, and each Holder shall be entitled, at any such sale, to credit against the purchase price bid thereby all or any part of the unpaid obligations owing to such Holder and secured by the Lien of this Agreement. The Indenture Trustee may exercise such right without possession or production of the Notes Certificates or proof of ownership thereof, and as representative of the Holders may exercise such right without notice to the Holders or including the Holders as parties to any suit or proceeding relating to foreclosure of any property in the Indenture Estate. Nonaffiliated Partner The Owner Trustee and Partnership each hereby irrevocably constitutes the Indenture Trustee the true and lawful attorney-in-fact of Nonaffiliated Partner the Owner Trustee (in the name of Nonaffiliated Partner the Owner Trustee or otherwise) and Partnership (in the name of Partnership or otherwise), as the case may be, for the purpose of effectuating any sale, assignment, transfer or delivery upon for enforcement of the Lien created under this IndentureAgreement, whether pursuant to foreclosure or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as the Indenture Trustee may consider necessary or appropriate, with full power of substitution, Nonaffiliated Partner the Owner Trustee and Partnership each hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by the Indenture Trustee or any purchaser, Nonaffiliated Partner the Owner Trustee and Partnership each shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to the Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request. (c) Subject to Sections 8.3(a), 8.3(e8.03(b) and 8.3(f8.03(e), if an Indenture Event of Default existshas occurred and is continuing, Nonaffiliated Partner the Owner Trustee or Partnership, or both, shall, at the request of the Indenture Trustee upon enforcement of the Lien created under this IndentureTrustee, promptly execute and deliver to the Indenture Trustee such instruments of title or other documents as the Indenture Trustee may deem necessary or advisable to enable the Indenture Trustee or an agent or representative designated by the Indenture Trustee, at such time or times and place or places as the TRUST INDENTURE AND SECURITY AGREEMENT [N602SW] -34- 41 Indenture Trustee may specify, to obtain possession of all or any part of the Indenture Estate. If Nonaffiliated Partner the Owner Trustee or Partnership shall for any reason fails fail to execute and deliver such instruments and documents after such request by the Indenture Trustee, the Indenture Trustee shall be entitled to a judgment for specific performance of the covenants contained in the foregoing sentence, conferring upon the Indenture Trustee the right to immediate possession and requiring Nonaffiliated Partner the Owner Trustee or Partnership, as the case may be, to execute and deliver such instruments and documents to the Indenture Trustee. Subject to Sections 8.3(a), 8.3(e) and 8.3(f), The Indenture Trustee shall also be entitled to pursue all or any part of the Indenture Estate wherever it may be found and may enter any of the premises of Nonaffiliated Partner the Owner Trustee or Partnership or any other Person wherever the Indenture Estate may be or be supposed to be and search for the Indenture Estate and take possession of any item of the Indenture Estate pursuant to this Section 8.3(c8.03(c). Subject to Sections 8.3(a), 8.3(e) and 8.3(f), The Indenture Trustee may, from time to time, at the expense of the Indenture Estate, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Indenture Estate, as it may deem proper. In each such case, the Indenture Trustee shall have the right to use, operate, store, lease, control or manage the Indenture Estate Estate, and to exercise all rights and powers of Nonaffiliated Partner the Owner Trustee or Partnership relating to the Indenture Estate as the Indenture Trustee shall deem appropriate, including the right to enter into any and all such agreements with respect to the use, operation, storage, leasing, control or management of the Indenture Estate or any part thereof; and the Indenture Trustee shall be entitled to collect and receive directly all tolls, rents, payments, distributions rents (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted PropertyRent), issues, profits, products, revenues and other income of the Indenture Estate and every part thereof, without prejudice, however, to the right of the Indenture Trustee under any provision of this Indenture Agreement to collect and receive all cash held by, or required to be deposited with, the Indenture Trustee hereunder. In accordance with the terms of this Section 8.3(c8.03(c), such tolls, rents, payments, distributions rents (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted PropertyRent), issues, profits, products, revenues and other income shall be applied to pay the expenses of using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Nonaffiliated Partner the Owner Trustee and Partnership) and, to the extent permitted by the Lease, the Company), and all other payments which the Indenture Trustee may be required or authorized to make under any provision of this IndentureAgreement, including this Section 8.3(c8.03(c), as well as just and reasonable compensation for the services of the Indenture Trustee, and of all persons properly engaged and employed by the Indenture Trustee. If a BJ an Indenture Event of Default exists occurs and is continuing and the Indenture Trustee obtains shall have obtained possession of or title to the UnitsAircraft, the Indenture Trustee shall not be obligated to use or operate the Units Aircraft or cause the Units Aircraft to be used or operated directly or indirectly by itself or through agents or other representatives or to lease, license or otherwise permit or provide for the use or operation of the Units Aircraft by any other Person. Person unless (i) the Indenture Trustee shall have been able to obtain insurance in kinds, at rates and in amounts satisfactory to it in its discretion to protect the Indenture Estate and the Indenture Trustee, as trustee and individually, against any and all liability for loss or damage to the Aircraft and for public liability and property damage resulting from use or operation of the Aircraft and (ii) funds are available in the Indenture Estate to pay for all such insurance or, in lieu of such insurance, the Indenture Trustee is furnished with indemnification from the Holders or any other Person upon terms and in amounts satisfactory to the Indenture Trustee in its discretion to protect the Indenture Estate and the Indenture Trustee, as trustee and individually, against any and all such liabilities. TRUST INDENTURE AND SECURITY AGREEMENT [N602SW] -35- 42 (d) Subject to Sections 8.3(a8.03(b) and 8.03(e), 8.3(e) and 8.3(f), the Indenture Trustee may proceed to protect and enforce this Indenture Agreement and the Notes Certificates by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted, granted or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Indenture Estate or any part thereof, or for the recovery of judgment for the indebtedness secured by the Lien created under this Indenture Agreement or for the enforcement of any other properpower, legal or equitable remedy available under applicable law. (1i) If Partnership fails the Company shall fail to distribute make any Priority Distribution distributable payment of Basic Rent under the Partnership Agreement Lease and such failure shall have become a Lease Event of Default then as long as no other Indenture Event of Default shall have occurred and be continuing, the Owner Participant or the Owner Trustee may (but need not) pay to the Indenture Trustee, at least any time prior to the expiration of a period of ten Business Days (the "10-Day Period") after such failure shall have become a Lease Event of Default (prior to the expiration of which 10-Day Period the Indenture Trustee shall not (without the prior written consent of the Owner Trustee) exercise any of the rights, powers or remedies pursuant to Section 15 of the Lease or this Article 8), an amount equal to the full amount of such payment of Basic Rent, together with any interest due thereon under the Lease on account of the delayed payment thereof to the date of such payment, and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure any Indenture Event of Default which arose from such failure of the Company as of such date of payment (but such cure shall not relieve the Company of any of its obligations). If the Company shall fail to perform or observe any covenant, condition or agreement to be performed or observed by it under the Lease (other than its obligation to pay Basic Rent), and if (but only if) the performance or observance thereof can be effected by the payment of money alone (it being understood that actions such as the obtaining of insurance and the procurement of maintenance services can be so effected), then as long as no other Indenture Event of Default (other than those arising from a Lease Event of Default) shall have occurred and be continuing, the Owner Participant or the Owner Trustee may (but need not) pay to the Indenture Trustee (or to such other Person as may be entitled to receive the same), at any time prior to the expiration of a period of ten Business Days after the Distribution Date thereforexpiration of the grace period, Nonaffiliated Partner if any, provided with respect to such failure on the part of the Company in Section 14 of the Lease (prior to the expiration of which 10-Day Period the Indenture Trustee or any Beneficiary, shall not (without the prior written consent of Indenture Trustee the Owner Trustee) exercise any of the rights, powers or any Holder but subject remedies pursuant to Section 8.3(e)(i)(5)15 of the Lease or this Article 8), may, within all sums necessary to effect the time period specified in clause (4) below, pay to Indenture Trustee for application in accordance with Section 3.3, a sum equal to performance or observance of such covenant or agreement of the amount of all (but not less than all) principal and interest (other than by acceleration) then due and payable on the Outstanding NotesCompany, together with any interest due thereon under the Lease on account of the delayed payment thereof to the date of such payment, and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure any Indenture Event of Default which arose from such failure of the Company as of such date of payment (but such cure shall not relieve the Company of any of its obligations). If, on the basis specified in the preceding sentences, any Lease Events of Default shall have been remedied, then any declaration pursuant to this Indenture that the Certificates are due and payable or that an Indenture Event of Default exists hereunder, based solely upon such Lease Events of Default, shall be deemed to be rescinded, and, in the case of the first and second sentences of this Section 8.03(e)(i), the Owner Participant or the Owner Trustee shall (to the extent of any such payments made by it) be subrogated to the rights of the Holders of the Certificates under Section 3.03, to receive from the Indenture Trustee such payment of overdue Basic Rent or other amount (and the payment of interest on account of such Priority Distribution Basic Rent or other amount being overdue) and shall be entitled, so long as no other Indenture Event of Default or Indenture Default shall have occurred and be continuing or would result therefrom, to receive, subject to the provisions of this Indenture, such payment upon receipt thereof by the Indenture Trustee; provided, that the Owner TRUST INDENTURE AND SECURITY AGREEMENT [N602SW] -36- 43 Participant shall not being made on the Distribution Date as provided in Section 4.4(b) of the Partnership Agreement. (2) If Partnership or General Partner defaults in the payment or performance of otherwise attempt to recover any obligation hereunder or under the Partnership Agreement (other than the obligation to make Priority Distributions) or the Participation Agreement, Guarantor defaults in the payment or performance of any obligation under the Guaranty or the Participation Agreement, BJ USA defaults in the payment or performance of any obligation under the Participation Agreement, Service Taker defaults in the payment or performance of any obligation under the Services Agreement or the Participation Agreement or Operator defaults in the payment or performance of any obligation under the O&M Agreement or the Participation Agreement and such default constitutes a BJ Default and can be cured, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder, may, within the period specified in clause (4) below, pay or perform such obligation amount paid by it on behalf of Partnershipthe Company pursuant to this Section 8.03(e)(i) except by demanding of payment of such amount or by commencing an action at law against the Company for the payment of such amount; and provided, General Partnerfurther, Guarantor, BJ USA, Service Taker or Operator or otherwise perform such obligations on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, without the necessity of giving any notice to Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, it being understood and agreed that nothing herein contained shall be deemed or construed to prohibit Nonaffiliated Partner Trustee or any Beneficiary from exercising any such rights of Partnership before any such notice from Indenture Trustee.that:

Other Remedies Available to Indenture Trustee. (a) If an Indenture Event of Default exists, then and in every such case Indenture Trustee, as trustee of an express trust and as assignee hereunder of Nonaffiliated Partner Trustee's Partnership Interest or as holder of a security interest in the Units or otherwise, may, and when required pursuant to Section 9 shall, exercise (subject to the following sentence and Sections 8.3(e) and 8.3(f)), any or all of the rights and powers and pursue any and all of the remedies accorded to Nonaffiliated Partner Trustee under the Partnership Agreement and the Participation Agreement and to Partnership and Nonaffiliated Partner Trustee under the O&M Agreement, the Services Agreement and this Section 8, may recover judgment in its own name as Indenture Trustee against the Indenture Estate and may take possession of all or any part of the Indenture Estate and may exclude Nonaffiliated Partner Trustee, Partnership, any Partner, Operator, Service Taker and Beneficiaries and all Persons claiming under any of them wholly or partly therefrom. Notwithstanding any other provision of this Indenture or any other of the Basic Documents to the contrary, Indenture Trustee shall not be entitled pursuant to Section 8.3(b) or otherwise to sell any of the Partnership Indenture Estate or exercise other remedies against the Partnership Indenture Estate or to exercise BJ Remedies (as defined below) until such time, if any, as a BJ Event of Default exists. Notwithstanding any other provision of this Indenture or any other of the Basic DocumentsIndenture, Indenture Trustee shall not be entitled to exercise any remedy hereunder as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares the O&M Agreement to be in default and simultaneously, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, O&M Agreement and Participation Agreement and is not then stayed or otherwise prevented from doing so by operation of law, exercises one or more of the rights or remedies (each right or remedy, a "BJ Remedy") in Section 6.1(d), 11.1, 11.3 or 11.4 of the Partnership Agreement, Section 15.1 of the O&M Agreement involving a termination of the O&M Agreement or any other remedy in Section 15.1 of the O&M Agreement or Section 5.22 of the Participation Agreement; except, that if Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising BJ Remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty to the same extent as if such assumption had not occurred.Event (b) Subject to Sections 8.3(a), 8.3(e8(e) and 8.3(f8(f), if an Indenture Event of Default exists, Indenture Trustee may, if at the time such action is lawful and subject to compliance with any mandatory legal requirements, either with or without taking possession, and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given notice of such action by registered mail to Nonaffiliated Partner Trustee, Partnership and each Beneficiary once at least 15 days before the date of such action, and any other notice required by law, sell and dispose of the Indenture Estate, or any part thereof, or interest therein, at a private sale or sales or a public auction to the highest bidder, in each case, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as Indenture Trustee may determine, and at any place (whether or not it is the location of the Indenture Estate or any part thereof) and time designated in the notice above referred to. Notwithstanding any provision herein or in any other Basic Document to the contrary, Indenture Trustee shall not sell any of the Partnership Indenture Estate or exercise other remedies against the Partnership Indenture Estate or exercise BJ Remedies unless a BJ Event of Default exists. Notwithstanding any provision herein to the contrary or in any other Basic Document, Indenture Trustee shall not sell any of the Indenture Estate or exercise other remedies against the Indenture Estate seeking to deprive Beneficiaries of their interest therein as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless a declaration of acceleration has been made pursuant to Section 8.2, Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares the O&M Agreement to be in default and Indenture Trustee is simultaneously exercising, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, the Participation Agreement and the O&M Agreement and is not then stayed or otherwise prevented from doing so by operation of law, one or more BJ Remedies; and no private sale may be made to BJ USA or any of its Affiliates; except, that if Indenture Trustee is so stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty as if such assumption had not occurred. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further notice, and Indenture Trustee and any Holder may bid and become the purchaser at any such sale. Indenture Trustee may exercise such right without possession or production of the Notes or proof of ownership thereof, and as representative of Holders may exercise such right without notice to Holders or including Holders as parties to any suit or proceeding relating to foreclosure of any property in the Indenture Estate. Nonaffiliated Partner Trustee and Partnership each hereby irrevocably constitutes Indenture Trustee the true and lawful attorney-in-fact of Nonaffiliated Partner Trustee (in the name of Nonaffiliated Partner Trustee or otherwise) and Partnership (in the name of Partnership or otherwise), as the case may be, for the purpose of effectuating any sale, assignment, transfer or delivery upon enforcement of the Lien created under this Indenture, whether pursuant to foreclosure or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as Indenture Trustee may consider necessary or appropriate, with full power of substitution, Nonaffiliated Partner Trustee and Partnership each hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by Indenture Trustee or any purchaser, Nonaffiliated Partner Trustee and Partnership each shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request. (c) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if an Indenture Event of Default exists, Nonaffiliated Partner Trustee or Partnership, or both, shall, at the request of Indenture Trustee upon enforcement of the Lien created under this Indenture, promptly execute and deliver to Indenture Trustee such instruments of title or other documents as Indenture Trustee may deem necessary or advisable to enable Indenture Trustee or an agent or representative designated by Indenture Trustee, at such time and place or places as Indenture Trustee may specify, to obtain possession of all or any part of the Indenture Estate. If Nonaffiliated Partner Trustee or Partnership for any reason fails to execute and deliver such instruments and documents after such request by Indenture Trustee, Indenture Trustee shall be entitled to a judgment for specific performance of the covenants contained in the foregoing sentence, conferring upon Indenture Trustee the right to immediate possession and requiring Nonaffiliated Partner Trustee or Partnership, as the case may be, to execute and deliver such instruments and documents to Indenture Trustee. Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee shall also be entitled to pursue all or any part of the Indenture Estate wherever it may be found and may enter any of the premises of Nonaffiliated Partner Trustee or Partnership or any other Person wherever the Indenture Estate may be or be supposed to be and search for the Indenture Estate and take possession of any item of the Indenture Estate pursuant to this Section 8.3(c). Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee may, from time to time, at the expense of the Indenture Estate, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Indenture Estate, as it may deem proper. In each such case, Indenture Trustee shall have the right to use, operate, store, lease, control or manage the Indenture Estate and to exercise all rights and powers of Nonaffiliated Partner Trustee or Partnership relating to the Indenture Estate as Indenture Trustee shall deem appropriate, including the right to enter into any and all such agreements with respect to the use, operation, storage, leasing, control or management of the Indenture Estate or any part thereof; and Indenture Trustee shall be entitled to collect and receive directly all tolls, rents, payments, distributions (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted Property), issues, profits, products, revenues and other income of the Indenture Estate and every part thereof, without prejudice, however, to the right of Indenture Trustee under any provision of this Indenture to collect and receive cash held by, or required to be deposited with, Indenture Trustee hereunder. In accordance with the terms of this Section 8.3(c), such tolls, rents, payments, distributions (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted Property), issues, profits, products, revenues and other income shall be applied to pay the expenses of using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements, and to make all payments which Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Nonaffiliated Partner Trustee and Partnership) and all other payments which Indenture Trustee may be required or authorized to make under any provision of this Indenture, including this Section 8.3(c), as well as just and reasonable compensation for the services of Indenture Trustee, and of all persons properly engaged and employed by Indenture Trustee. If a BJ Event of Default exists and Indenture Trustee obtains possession of or title to the Units, Indenture Trustee shall not be obligated to use or operate the Units or cause the Units to be used or operated directly or indirectly by itself or through agents or other representatives or to lease, license or otherwise permit or provide for the use or operation of the Units by any other Person. (d) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), Indenture Trustee may proceed to protect and enforce this Indenture and the Notes by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted, or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Indenture Estate or any part thereof, or for the recovery of judgment for the indebtedness secured by the Lien created under this Indenture or for the enforcement of any other proper, legal or equitable remedy available under applicable law. (1) If Partnership fails to distribute any Priority Distribution distributable under the Partnership Agreement at least ten Business Days after the Distribution Date therefor, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder but subject to Section 8.3(e)(i)(5), may, within the time period specified in clause (4) below, pay to Indenture Trustee for application in accordance with Section 3.3, a sum equal to the amount of all (but not less than all) principal and interest (other than by acceleration) then due and payable on the Outstanding Notes, together with any interest on account of such Priority Distribution not being made on the Distribution Date as provided in Section 4.4(b) of the Partnership Agreement. (2) If Partnership or General Partner defaults in the payment or performance of any obligation hereunder or under the Partnership Agreement (other than the obligation to make Priority Distributions) or the Participation Agreement, Guarantor defaults in the payment or performance of any obligation under the Guaranty or the Participation Agreement, BJ USA defaults in the payment or performance of any obligation under the Participation Agreement, Service Taker defaults in the payment or performance of any obligation under the Services Agreement or the Participation Agreement or Operator defaults in the payment or performance of any obligation under the O&M Agreement or the Participation Agreement and such default constitutes a BJ Default and can be cured, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder, may, within the period specified in clause (4) below, pay or perform such obligation on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator or otherwise perform such obligations on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, without the necessity of giving any notice to Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, it being understood and agreed that nothing herein contained shall be deemed or construed to prohibit Nonaffiliated Partner Trustee or any Beneficiary from exercising any such rights of Partnership before any such notice from Indenture Trustee.designated

Other Remedies Available to Indenture Trustee. (a) If After an Indenture Event of Default existsshall have occurred and so long as such Indenture Event of Default shall be continuing, then and in every such case the Indenture Trustee, as trustee of an express trust and as assignee hereunder of Nonaffiliated Partner Trustee's Partnership Interest the Lease or as holder of a security interest in the Units Aircraft or Engines or otherwise, may, and when required pursuant to Section the provisions of Article 9 shall, exercise (exercise, subject to the following sentence and Sections 8.3(e8.03(b) and 8.3(f)8.03(e), any or all of the rights and powers and pursue any and all of the remedies accorded to Nonaffiliated Partner the Owner Trustee under pursuant to Section 15 of the Partnership Agreement and the Participation Agreement and to Partnership and Nonaffiliated Partner Trustee under the O&M Agreement, the Services Agreement Lease and this Section 8Article 8 (other than in respect of Excluded Payments), may recover judgment in its own name as Indenture Trustee against the Indenture Estate and may take possession of all or any part of the Indenture Estate and may exclude Nonaffiliated Partner Trustee, Partnership, any Partner, Operator, Service Taker the Owner Trustee and Beneficiaries the Owner Participant and all Persons claiming under any of them wholly or partly therefrom. Notwithstanding any other provision of this Indenture or any other of the Basic Documents to the contrary, The Indenture Trustee shall not be entitled pursuant to Section 8.3(b) or otherwise to sell any of the Partnership Indenture Estate or have and may exercise other remedies against the Partnership Indenture Estate or to exercise BJ Remedies (as defined below) until such time, if any, as a BJ Event of Default exists. Notwithstanding any other provision of this Indenture or any other of the Basic Documents, Indenture Trustee shall not be entitled to exercise any remedy hereunder as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares the O&M Agreement to be in default and simultaneously, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, O&M Agreement and Participation Agreement and is not then stayed or otherwise prevented from doing so by operation of law, exercises one or more all of the rights or and remedies (each right or remedy, of a "BJ Remedy") secured party under the Uniform Commercial Code as in Section 6.1(d), 11.1, 11.3 or 11.4 of the Partnership Agreement, Section 15.1 of the O&M Agreement involving a termination of the O&M Agreement or any other remedy in Section 15.1 of the O&M Agreement or Section 5.22 of the Participation Agreement; except, that if Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall effect in any event refrain from so foreclosing or otherwise exercising BJ Remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty to the same extent as if such assumption had not occurredapplicable jurisdiction. (b) Subject to Sections 8.3(a), 8.3(e) and 8.3(f), if After an Indenture Event of Default existsDefault, subject to Section 8.03(e), the Indenture Trustee may, if at the time such action is may be lawful and always subject to compliance with any mandatory legal requirements, either with or without taking possession, and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given notice of such action by registered mail sale to Nonaffiliated Partner the Owner Trustee, Partnership the Owner Participant and each Beneficiary once the Company at least 15 10 days before prior to the date of such action, and any other notice required by lawsale, sell and dispose of the Indenture Estate, or any part thereof, or interest therein, at a public or private sale or sales or a public auction to the highest bidder, in each caseauction, in one TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -36- 43 lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Indenture Trustee may determine, and at any place (whether or not it is be the location of the Indenture Estate or any part thereof) and time designated in the notice above referred to. Notwithstanding any provision herein or in any other Basic Document to the contrary; provided, Indenture Trustee shall not sell any of the Partnership Indenture Estate or exercise other remedies against the Partnership Indenture Estate or exercise BJ Remedies unless a BJ Event of Default exists. Notwithstanding however, that notwithstanding any provision herein to the contrary or in any other Basic Documentcontrary, the Indenture Trustee shall may not provide the notice provided for above of its intention to sell any of the Indenture Estate or exercise other remedies against the Indenture Estate seeking to deprive Beneficiaries the Owner Trustee or the Owner Participant of their interest its rights therein as a result of an Indenture Event of Default that arises solely by reason of one or more events or circumstances that constitute a BJ Event of Default unless a declaration of acceleration has been made pursuant to Section 8.2, Indenture Trustee as security assignee of Nonaffiliated Partner Trustee declares 8.02 or the O&M Agreement to be in default Certificates have otherwise theretofore become due and Indenture Trustee is simultaneously exercising, to the extent it is then entitled to do so hereunder and under the Partnership Agreement, the Participation Agreement and the O&M Agreement and is not then stayed payable through redemption or otherwise prevented from doing so by operation of law, one or more BJ Remedies; and no private sale may be made to BJ USA or any of its Affiliates; except, that if Indenture Trustee is so stayed or otherwise prevented by operation of law from exercising such BJ Remedies, it shall in any event refrain from so foreclosing or otherwise exercising remedies hereunder (i) for 180 days after the commencement of such stay or other circumstances preventing the exercise of BJ Remedies or (ii) if Guarantor or an Affiliate of Guarantor with court approval assumes (and is performing the obligations of each Bankrupt BJ Entity under) the Basic Documents to which each Bankrupt BJ Entity is a party in accordance with Section 365 of the Bankruptcy Code and, if an Affiliate of Guarantor so assumes, Guarantor remains liable for all its obligations under the Guaranty as if such assumption had not occurredotherwise. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further notice, and the Indenture Trustee and the Holder or Holders of any Holder Certificates, or any interest therein, may bid and become the purchaser at any such sale, and each Holder shall be entitled, at any such sale, to credit against the purchase price bid thereby all or any part of the unpaid obligations owing to such Holder and secured by the Lien of this Agreement. The Indenture Trustee may exercise such right without possession or production of the Notes Certificates or proof of ownership thereof, and as representative of the Holders may exercise such right without notice to the Holders or including the Holders as parties to any suit or proceeding relating to foreclosure of any property in the Indenture Estate. Nonaffiliated Partner The Owner Trustee and Partnership each hereby irrevocably constitutes the Indenture Trustee the true and lawful attorney-in-fact of Nonaffiliated Partner the Owner Trustee (in the name of Nonaffiliated Partner the Owner Trustee or otherwise) and Partnership (in the name of Partnership or otherwise), as the case may be, for the purpose of effectuating any sale, assignment, transfer or delivery upon for enforcement of the Lien created under this IndentureAgreement, whether pursuant to foreclosure or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as the Indenture Trustee may consider necessary or appropriate, with full power of substitution, Nonaffiliated Partner the Owner Trustee and Partnership each hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by the Indenture Trustee or any purchaser, Nonaffiliated Partner the Owner Trustee and Partnership each shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to the Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request. (c) Subject to Sections 8.3(a), 8.3(e8.03(b) and 8.3(f8.03(e), if an Indenture Event of Default existshas occurred and is continuing, Nonaffiliated Partner the Owner Trustee or Partnership, or both, shall, at the request of the Indenture Trustee upon enforcement of the Lien created under this IndentureTrustee, promptly execute and deliver to the Indenture Trustee such instruments of title or other documents as the Indenture Trustee may deem necessary or advisable to enable the Indenture Trustee or an agent or representative designated by the Indenture Trustee, at such time or times and place or places as the Indenture Trustee may specify, to obtain possession of all or any part of the Indenture Estate. If Nonaffiliated Partner the Owner Trustee or Partnership shall for any reason fails fail to execute and deliver such instruments and documents after such request by the Indenture Trustee, the Indenture Trustee shall be entitled to a judgment for specific performance of the covenants contained in the foregoing sentence, conferring upon the Indenture Trustee the right to immediate possession and requiring Nonaffiliated Partner the Owner Trustee or Partnership, as the case may be, to execute and deliver such instruments and documents to the Indenture Trustee. Subject to Sections 8.3(a), 8.3(e) and 8.3(f), The Indenture Trustee shall also be entitled to pursue all or any part of the Indenture Estate wherever it may be found and may enter any of the premises of Nonaffiliated Partner the Owner Trustee or Partnership or any other Person wherever the Indenture Estate may be or be supposed to be and search for the Indenture Estate and take possession of any item of the Indenture Estate pursuant to this Section 8.3(c8.03(c). Subject to Sections 8.3(a), 8.3(e) and 8.3(f), The Indenture Trustee may, from time to TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -37- 44 time, at the expense of the Indenture Estate, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Indenture Estate, as it may deem proper. In each such case, the Indenture Trustee shall have the right to use, operate, store, lease, control or manage the Indenture Estate Estate, and to exercise all rights and powers of Nonaffiliated Partner the Owner Trustee or Partnership relating to the Indenture Estate as the Indenture Trustee shall deem appropriate, including the right to enter into any and all such agreements with respect to the use, operation, storage, leasing, control or management of the Indenture Estate or any part thereof; and the Indenture Trustee shall be entitled to collect and receive directly all tolls, rents, payments, distributions rents (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted PropertyRent), issues, profits, products, revenues and other income of the Indenture Estate and every part thereof, without prejudice, however, to the right of the Indenture Trustee under any provision of this Indenture Agreement to collect and receive all cash held by, or required to be deposited with, the Indenture Trustee hereunder. In accordance with the terms of this Section 8.3(c8.03(c), such tolls, rents, payments, distributions rents (including Priority Distributions, Supplemental Priority Distributions and Special Distributions other than Excepted PropertyRent), issues, profits, products, revenues and other income shall be applied to pay the expenses of using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Nonaffiliated Partner the Owner Trustee and Partnership) and, to the extent permitted by the Lease, the Company), and all other payments which the Indenture Trustee may be required or authorized to make under any provision of this IndentureAgreement, including this Section 8.3(c8.03(c), as well as just and reasonable compensation for the services of the Indenture Trustee, and of all persons properly engaged and employed by the Indenture Trustee. If a BJ an Indenture Event of Default exists occurs and is continuing and the Indenture Trustee obtains shall have obtained possession of or title to the UnitsAircraft, the Indenture Trustee shall not be obligated to use or operate the Units Aircraft or cause the Units Aircraft to be used or operated directly or indirectly by itself or through agents or other representatives or to lease, license or otherwise permit or provide for the use or operation of the Units Aircraft by any other PersonPerson unless (i) the Indenture Trustee shall have been able to obtain insurance in kinds, at rates and in amounts satisfactory to it in its discretion to protect the Indenture Estate and the Indenture Trustee, as trustee and individually, against any and all liability for loss or damage to the Aircraft and for public liability and property damage resulting from use or operation of the Aircraft and (ii) funds are available in the Indenture Estate to pay for all such insurance or, in lieu of such insurance, the Indenture Trustee is furnished with indemnification from the Holders or any other Person upon terms and in amounts satisfactory to the Indenture Trustee in its discretion to protect the Indenture Estate and the Indenture Trustee, as trustee and individually, against any and all such liabilities. (d) Subject to Sections 8.3(a8.03(b) and 8.03(e), 8.3(e) and 8.3(f), the Indenture Trustee may proceed to protect and enforce this Indenture Agreement and the Notes Certificates by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted, granted or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Indenture Estate or any part thereof, or for the recovery of judgment for the indebtedness secured by the TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -38- 45 Lien created under this Indenture Agreement or for the enforcement of any other properpower, legal or equitable remedy available under applicable law. (1i) If Partnership fails the Company shall fail to distribute make any Priority Distribution distributable payment of Basic Rent under the Partnership Agreement Lease and such failure shall have become a Lease Event of Default then as long as no other Indenture Event of Default shall have occurred and be continuing, the Owner Participant or the Owner Trustee may (but need not) pay to the Indenture Trustee, at least any time prior to the expiration of a period of ten Business Days (the "10-Day Period") after such failure shall have become a Lease Event of Default (prior to the expiration of which 10-Day Period the Indenture Trustee shall not (without the prior written consent of the Owner Trustee), notwithstanding any provision hereof to the contrary, exercise any of the rights, powers or remedies pursuant to Section 15 of the Lease or this Article 8), an amount equal to the full amount of such payment of Basic Rent, together with any interest due thereon under the Lease on account of the delayed payment thereof to the date of such payment, and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure any Indenture Event of Default which arose from such failure of the Company as of such date of payment (but such cure shall not relieve the Company of any of its obligations). If the Company shall fail to perform or observe any covenant, condition or agreement to be performed or observed by it under the Lease (other than its obligation to pay Basic Rent), and if (but only if) the performance or observance thereof can be effected by the payment of money alone (it being understood that actions such as the obtaining of insurance and the procurement of maintenance services can be so effected), then as long as no other Indenture Event of Default (other than those arising from a Lease Event of Default) shall have occurred and be continuing, the Owner Participant or the Owner Trustee may (but need not) pay to the Indenture Trustee (or to such other Person as may be entitled to receive the same), at any time prior to the expiration of a period of ten Business Days after the Distribution Date thereforexpiration of the grace period, Nonaffiliated Partner if any, provided with respect to such failure on the part of the Company in Section 14 of the Lease (prior to the expiration of which 10-Day Period the Indenture Trustee or any Beneficiary, shall not (without the prior written consent of Indenture Trustee the Owner Trustee), notwithstanding any provision hereof to the contrary, exercise any of the rights, powers or any Holder but subject remedies pursuant to Section 8.3(e)(i)(5)15 of the Lease or this Article 8), may, within all sums necessary to effect the time period specified in clause (4) below, pay to Indenture Trustee for application in accordance with Section 3.3, a sum equal to performance or observance of such covenant or agreement of the amount of all (but not less than all) principal and interest (other than by acceleration) then due and payable on the Outstanding NotesCompany, together with any interest due thereon under the Lease on account of the delayed payment thereof to the date of such payment, and such payment by the Owner Participant or the Owner Trustee shall be deemed to cure any Indenture Event of Default which arose from such failure of the Company as of such date of payment (but such cure shall not relieve the Company of any of its obligations). If, on the basis specified in the preceding sentences, any Lease Events of Default shall have been remedied, then any declaration pursuant to this Indenture that the Certificates are due and payable or that an Indenture Event of Default exists hereunder, based solely upon such Lease Events of Default, shall be deemed to be rescinded, and, in the case of the first and second sentences of this Section 8.03(e)(i), the Owner Participant or the Owner Trustee shall (to the extent of any such payments made by it) be subrogated to the rights of the Holders of the Certificates under Section 3.03, to receive from the Indenture Trustee such payment of overdue Basic Rent or other amount (and the payment of interest on account of such Priority Distribution Basic Rent or other amount being overdue) and shall be entitled, so long as no other Indenture Event of Default or Indenture Default shall have occurred and be continuing or would result therefrom, to receive, subject to the provisions of this Indenture, such payment upon receipt thereof by the Indenture Trustee; provided, that the Owner Participant shall not being made on the Distribution Date as provided in Section 4.4(b) of the Partnership Agreement. (2) If Partnership or General Partner defaults in the payment or performance of otherwise attempt to recover any obligation hereunder or under the Partnership Agreement (other than the obligation to make Priority Distributions) or the Participation Agreement, Guarantor defaults in the payment or performance of any obligation under the Guaranty or the Participation Agreement, BJ USA defaults in the payment or performance of any obligation under the Participation Agreement, Service Taker defaults in the payment or performance of any obligation under the Services Agreement or the Participation Agreement or Operator defaults in the payment or performance of any obligation under the O&M Agreement or the Participation Agreement and such default constitutes a BJ Default and can be cured, Nonaffiliated Partner Trustee or any Beneficiary, without the consent of Indenture Trustee or any Holder, may, within the period specified in clause (4) below, pay or perform such obligation amount paid by it on behalf of Partnershipthe Company pursuant to this Section 8.03(e)(i) except by demanding of payment of such amount or by commencing TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -39- 46 an action at law against the Company for the payment of such amount; and provided, General Partnerfurther, Guarantor, BJ USA, Service Taker or Operator or otherwise perform such obligations on behalf of Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, without the necessity of giving any notice to Partnership, General Partner, Guarantor, BJ USA, Service Taker or Operator, it being understood and agreed that nothing herein contained shall be deemed or construed to prohibit Nonaffiliated Partner Trustee or any Beneficiary from exercising any such rights of Partnership before any such notice from Indenture Trustee.that: